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Sasol / Amic - Joint And Further Cautionary

Release Date: 26/05/1998 17:23:43      Code(s): SOL SOLDAMI AMIP
SASOL
SASOL LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 79/03231/06)
("SASOL")
AMIC
ANGLO AMERICAN INDUSTRIAL CORPORATION LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 63/05282/06)
("AMIC")
JOINT AND FURTHER CAUTIONARY ANNOUNCEMENT
FURTHER TO RECENT CAUTIONARY ANNOUNCEMENTS MADE BY SASOL AND AMIC, THE
COMPANIES HEREBY ANNOUNCE THAT AGREEMENT HAS BEEN REACHED BETWEEN SASOL AND
AMIC IN TERMS OF WHICH:
- SASOL WILL PROPOSE A SCHEME OF ARRANGEMENT IN TERMS OF SECTION 311 OF THE
COMPANIES ACT 1973 AS AMENDED ("THE SCHEME") BETWEEN AECI LIMITED ("AECI") AND
ITS ORDINARY SHAREHOLDERS WHICH, IF IMPLEMENTED, WILL RESULT IN SASOL OR ITS
NOMINEE ACQUIRING THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF AECI;
- THE CASH CONSIDERATION FOR WHICH SASOL WILL ACQUIRE THE AECI ORDINARY SHARES
WILL BE R30,00 PER AECI ORDINARY SHARE EX THE AECI INTERIM DIVIDEND FOR THE SIX
MONTHS ENDING 30 JUNE 1998 PLUS AN ADDITIONAL AMOUNT EQUAL TO THE INTEREST THAT
WOULD HAVE BEEN EARNED ON R30,00 PER AECI ORDINARY SHARE CALCULATED FROM 1 JULY
1998 TO THE DATE OF PAYMENT;
- THE SCHEME WILL BE SUBJECT TO APPROVAL BY THE COMPETITION BOARD, THE
JOHANNESBURG STOCK EXCHANGE ("JSE"), THE SECURITIES REGULATION PANEL ("SRP")
AND THE HIGH COURT OF SOUTH AFRICA.
THE CASH CONSIDERATION WHICH WILL BE PAYABLE BY SASOL TO AECI SHAREHOLDERS
PURSUANT TO THE SCHEME REPRESENTS A PREMIUM OF R10 OR 50% TO THE CLOSING PRICE
OF AN AECI ORDINARY SHARE ON THE JSE ON 15 APRIL 1998, BEING THE DAY PRIOR TO
THAT ON WHICH AECI FIRST ISSUED A CAUTIONARY ANNOUNCEMENT.
A LETTER HAS BEEN LODGED WITH THE SRP BY INVESTEC BANK LIMITED IN FAVOUR OF
AECI'S SHAREHOLDERS CONFIRMING THAT SUFFICIENT RESOURCES WILL BE AVAILABLE TO
SATISFY FULL ACCEPTANCE OF THE CASH CONSIDERATION PAYABLE IN TERMS OF THE
SCHEME OF ARRANGEMENT.
AECI ORDINARY SHAREHOLDERS HOLDING APPROXIMATELY 75% OF AECI'S ISSUED ORDINARY
SHARES, INCLUDING AMIC WHICH HOLDS APPROXIMATELY 52,6% OF AECI'S ISSUED
ORDINARY SHARES, HAVE ALREADY GIVEN UNDERTAKINGS TO SASOL THAT THEY WILL
RESPECTIVELY VOTE IN FAVOUR OF THE SCHEME AND IN FAVOUR OF ANY SPECIAL AND
ORDINARY RESOLUTIONS AT ANY GENERAL MEETING OF AECI ORDINARY SHAREHOLDERS
CONVENED TO GIVE EFFECT TO THE SCHEME.
SASOL ALSO INTENDS PROPOSING A SCHEME OF ARRANGEMENT TO ACQUIRE ALL OF THE
PREFERENCE SHARES IN AECI. A FURTHER ANNOUNCEMENT IN THIS REGARD WILL BE MADE
AS SOON AS POSSIBLE.
IN THE LIGHT OF THE ABOVE SASOL AND AMIC SHAREHOLDERS AND DEBENTURE HOLDERS ARE
ADVISED TO CONTINUE TO EXERCISE CAUTION IN DEALING IN THEIR RESPECTIVE SHARES
AND DEBENTURES IN SASOL OR AMIC UNTIL A FURTHER ANNOUNCEMENT IS MADE.
THE SCHEME OF ARRANGEMENT DOCUMENT WILL BE POSTED TO THE ORDINARY SHAREHOLDERS
OF AECI IN DUE COURSE.
JOHANNESBURG
26 MAY 1998
MERCHANT BANK TO SASOL
INVESTEC MERCHANT BANKING
INVESTEC BANK LIMITED
(REGISTRATION NUMBER 69/04763/06)
SPONSORING BROKER TO AMIC
MERRILL LLYNCH
SMITH BORKUM HARE
SMITH BORKUM HARE (PTY) LTD
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NUMBER 95/01805/97
ATTORNEYS TO SASOL
WERKSMANS
ATTORNEYS
ATTORNEYS TO AMIC
WEBBER WENTZEL BOWENS



                                        
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