| Fri 19 May 2006, 15:11 | | Sallies Limited - Rights Offer - Salient Dates Ann |
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SAL
SAL
Sallies Limited - Rights Offer - Salient Dates Announcement
SALLIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1903/001879/06)
JSE share code: SAL
ISIN: ZAE000022588
("Sallies" or "the Company")
RIGHTS OFFER - SALIENT DATES ANNOUNCEMENT
1 Introduction
It was announced on SENS on Friday, 12 May 2006 that the directors of Sallies
had resolved to proceed with a rights offer to all Sallies shareholders recorded
in the register on Friday, 26 May 2006. The rights offer has been fully
underwritten on the basis as more fully outlined in paragraph 6 hereof.
2 Purpose of the rights offer
The purpose of the rights offer is to raise R65 023 252
(before expenses), which 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.
3 Salient terms of the rights offer
Number of new ordinary shares offered: 141 354 896
Ratio of entitlement: 55 new ordinary shares for every
100 shares held on the record date
Cash subscription price
for new ordinary shares: 46 cents
Amount to be raised before expenses: R65 023 252
Number of shares in issue after the
rights offer: 398 363 797
Sallies shareholders will not be entitled to apply for a greater number of
rights offer shares than those offered to them in terms of the rights offer.
4 Listing of Sallies shares and letters of allocation on the JSE Limited ("the
JSE")
The JSE has granted approval for the listing of:
- the 141 354 896 renounceable (nil paid) letters of allocation to be issued
pursuant to the rights offer from the commencement of trading on Monday, 29 May
2006 to Thursday, 15 June 2006, (both days inclusive); and
- 141 354 896 new ordinary shares to be issued in terms of the rights offer
from the commencement of trading on Monday, 19 June 2006.
5 Salient dates and times
2006
Last day to trade in Sallies
shares in order to qualify
to participate in the rights
offer (cum entitlement) on Friday, 26 May
Listing of letters of allocation
on the JSE commences at
commencement of trading on Monday, 29 May
Sallies shares commence trading
ex-rights on the JSE at
commencement of trading on Monday, 29 May
Record date for participation
in the rights offer at the
close of business on Friday, 2 June
Rights offer circular posted
to shareholders on Monday, 5 June
Rights offer opens at commencement
of trading on Monday, 5 June
Dematerialised shareholders will
have their safe custody accounts
at their CSDP or broker
automatically credited with
their entitlement on Monday, 5 June
Certificated shareholders on the
register will have their
entitlement credited to a custody
account at Computershare
Nominees (Proprietary) Limited on Monday, 5 June
The form of instruction in respect
of a letter of allocation will be
posted to certificated shareholders
of Sallies recorded in the register
as such on the record date on Monday, 5 June
Last day to trade in letters of
allocation on the JSE on Thursday, 15 June
Listing of rights offer shares
commences at commencement of
trading on Monday, 19 June
Rights offer closes - payments
to be made and form of
instruction in respect of
letters of allocation lodged by
certificated shareholders by
12:00 (see notes 1 and 5
below) on Friday, 23 June
Record date for letters of
allocation Friday, 23 June
Dematerialised shareholders" safe
custody accounts will be updated
with entitlements and accounts debited
by their CSDP or broker and
certificates posted to
certificated shareholders on Monday, 26 June
Results of rights offer published
on SENS on Monday, 26 June
Results of rights offer published
in the press on Tuesday, 27 June
Notes:
1 Dematerialised shareholders are required to notify their duly appointed CSDP
or broker of their acceptance of the offer in the manner and time stipulated in
the agreement governing the relationship between the shareholder and his CSDP or
broker.
2 All times indicated are South African times unless otherwise stated.
3 Share certificates may not be dematerialised or rematerialised between
Friday, 26 May 2006 and Friday, 2 June 2006, both days inclusive.
4 In respect of shares for which the rights offer has been accepted:
- dematerialised shareholders will have their custody
accounts at their CSDP or broker automatically credited
with their Sallies shares; and
- certificated shareholders will have their Sallies share
certificates posted to them at their own risk by
registered mail.
5 CSDPs effect payment in respect of dematerialised shareholders on a delivery
versus payment method.
6 Underwriting
It should be noted that Titan Financial Services (Pty) Ltd ("the underwriter")
has agreed to underwrite the rights offer in full. It is general market
practice for most underwriters to assume their obligations in terms of an
underwriting agreement prior to publication by an issuer of its finalisation
data. In terms of the agreement between Sallies and the underwriter ("the
agreement"), the commitment from the underwriter only becomes irrevocable on 1
June 2006, being the day prior to the record date. In terms of the agreement the
underwriter will be entitled to withdraw from the agreement only if the All
Share Index of the JSE Limited ("ALSI") has decreased by 7.5% over the period
commencing on the date of signature of the agreement, which 15 February 2006, to
the close of the market on 31 May 2006, which effectively means that the ALSI
will have to close at a level lower than 17 329.3 on 31 May 2006 for the
underwriter to be entitled to withdraw from the agreement.
To the extent that the underwriting arrangements do not eventuate for any reason
the rights offer will nevertheless proceed on the same terms and conditions as
disclosed albeit that the rights offer would not be underwritten. Should that
eventuality occur an announcement will be made on SENS and in the press as soon
as practicably possible.
7 Registration by the Registrar of Companies
The rights offer documentation has been reviewed and approved by the Registrar
of Companies. Final registration is expected to take place on or before
Wednesday, 24 May 2006. In the event that the said registration does not take
place timeously, for whatsoever reason, a further announcement will be made on
SENS and in the press.
8 Documentation
A circular, giving full details of the rights offer and including revised
listing particulars of Sallies, will be posted to shareholders on or about
Monday, 5 June 2006. A form of instruction in respect of a letter of allocation
will be enclosed with the circular for use by shareholders who have not
dematerialised their Sallies shares.
Copies of the circular, in English, will be available for inspection during
normal business hours from Friday, 26 May 2006 until Friday, 23 June 2006
(Saturdays, Sundays and public holidays excluded) from:
- Witkop Fluorspar Mine, Farm Wintershoek, Zeerust;
- FRM Strategies (Proprietary) Limited, 9 Fricker Road, Illovo Boulevard,
Illovo; and
- Computershare Investor Services 2004 (Proprietary) Limited, Ground Floor, 70
Marshall Street, Johannesburg.
Sandton
Friday, 19 May 2006
Sponsor
Ernst & Young Sponsors (Pty) Ltd
Incorporated in the Republic of South Africa
(Registration number 2000/031843/07)
Date: 19/05/2006 03:11:20 PM Produced by the JSE SENS Department
