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Fri 12 May 2006, 16:07 Sallies Limited - Proposed Rights Offer By Sallies
SAL
 SAL                                                                             
Sallies Limited - Proposed Rights Offer By Sallies To Raise R65 Million         
SALLIES LIMITED                                                                 
(Incorporated in the Republic of South Africa)                                  
(Registration number 1903/001879/06)                                            
JSE share code: SAL                                                             
ISIN: ZAE000022588                                                              
("Sallies" or "the Company")                                                    
PROPOSED RIGHTS OFFER BY SALLIES TO RAISE R65 MILLION                           
1 Introduction                                                                  
Further to the announcement on SENS on 16 March 2006 the board of directors of  
Sallies has resolved to proceed with a renounceable rights offer of 141 354 896 
new Sallies ordinary shares of 46 cents each ("new shares") in the ratio of 55  
new shares for every 100 shares held at the record date, at an issue price of 46
cents per new share, in order to raise R65 023 252, before expenses ("the rights
offer").  The rights offer is fully underwritten and the proceeds of the rights 
offer will be used to:                                                          
  *  reduce the Company"s interest bearing debt;                                
  *  finance the organic expansion of the Company"s existing operations; and    
  *  partially finance the proposed acquisition of Buffalo Fluorspar if and when
such occurs, key details of which were published on SENS on 9 May 2006.         
2 Application for the listing of Sallies letters of allocation and shares on the
JSE Limited ("the JSE") has been made in respect of:                            
  *  141 354 896 renounceable (nil paid) letters of allocation ("LAs"); and     
*  141 354 896 new shares to be issued pursuant to the rights offer.          
3 Conditions precedent                                                          
The implementation of the rights offer is subject to the following outstanding  
conditions precedent:                                                           
*  the JSE granting a listing for the 141 354 896 LAs and 141 354 896 new     
Sallies shares to be issued pursuant to the rights offer; and                   
  *  the Registrar of Companies registering the rights offer documentation.     
4 Underwriting                                                                  
Titan Financial Services (Pty) Ltd ("the underwriter") has agreed to fully      
underwrite the rights offer. In terms of the agreement with the underwriter, the
commitment from the underwriter becomes irrevocable on 1 June 2006, being the   
day prior to the record date.                                                   
5 Salient dates for participation in the rights offer                           
The last date to trade in Sallies shares in order to be entitled to participate 
in the rights offer is scheduled to be Friday, 26 May 2006 for settlement by the
record date which is Friday, 2 June 2006.  Subject to the approval of the JSE,  
it is anticipated that the 141 354 896 LAs will be listed on the JSE with effect
from the commencement of trade on Monday, 29 May 2006, on which date the Sallies
shares will trade "ex-rights". These dates are subject to change, and any       
changes will be announced in the press and on SENS.  A finalisation announcement
giving the salient dates of the rights offer will be made on or about Friday, 19
May 2006.                                                                       
6 Documentation                                                                 
A circular to shareholders, incorporating revised listing particulars of Sallies
and giving full details of the rights offer, is in the process of being         
finalised and will be mailed to Sallies shareholders on or about Monday, 5 June 
2006. A form of instruction in respect of the LA will be enclosed with the      
circular for use by Sallies shareholders who have not dematerialised their      
Sallies shares.                                                                 
Johannesburg                                                                    
Friday, 12 May 2006                                                             
Sponsor                                                                         
Ernst & Young Sponsors (Pty) Ltd                                                
Incorporated in the Republic of South Africa                                    
(Registration number 2000/031843/07)                                            
Date: 12/05/2006 04:07:12 PM Produced by the JSE SENS Department                
                                                                                
                                                                                
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