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Results Of Meetings And Surrender Of Documents Of Title - Sasol/aeci

Release Date: 27/08/1998 08:06:53      Code(s): SOL SOLDAFE AED5AFEP
AECI LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 04/02590/06)
("AECI")
SASOL LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 79/03231/06)
("SASOL")
RESULTS OF MEETINGS AND SURRENDER OF DOCUMENTS OF TITLE
1. RESULTS OF MEETINGS
FURTHER TO THE ANNOUNCEMENT DATED 15 JULY 1998, INVESTEC BANK LIMITED IS
AUTHORISED TO ANNOUNCE THAT:
- AT THE SCHEME MEETING HELD ON FRIDAY, 7 AUGUST 1998, THE REQUISITE MAJORITY
OF ORDINARY SHAREHOLDERS IN AECI ("ORDINARY SHAREHOLDERS") VOTED IN FAVOUR OF
THE SCHEME OF ARRANGEMENT PROPOSED BY SASOL IN TERMS OF SECTION 311 OF THE
COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED ("THE ACT"), BETWEEN AECI AND
THE ORDINARY SHAREHOLDERS ("THE ORDINARY SCHEME"); AND
- AT THE SCHEME MEETING HELD ON FRIDAY, 7 AUGUST 1998, THE REQUISITE MAJORITY
OF PREFERENCE SHAREHOLDERS IN AECI ("PREFERENCE SHAREHOLDERS") VOTED IN FAVOUR
OF THE SCHEME OF ARRANGEMENT PROPOSED BY SASOL IN TERMS OF SECTION 311 OF THE
ACT, BETWEEN AECI AND THE PREFERENCE SHAREHOLDERS ("THE PREFERENCE SCHEME").
ON TUESDAY, 25 AUGUST 1998, THE ORDINARY SCHEME AND THE PREFERENCE SCHEME ("THE
SCHEMES") WERE SANCTIONED BY THE HIGH COURT OF SOUTH AFRICA (TRANSVAAL
PROVINCIAL DIVISION).
2. COMPETITION BOARD
THE ACQUISITION BY SASOL OF AECI IS SUBJECT TO THE APPROVAL OF THE COMPETITION
BOARD. THE COMPETITION BOARD HAS INITIATED A FORMAL INVESTIGATION IN TERMS OF
SECTION 10(1) OF THE MAINTENANCE AND PROMOTION OF COMPETITION ACT, 1979 (ACT 96
OF 1979), AS ANNOUNCED IN GOVERNMENT NOTICE 1175 OF 1998. THE INVESTIGATION IS
EXPECTED TO TAKE APPROXIMATELY 3 MONTHS TO COMPLETE FROM THE DATE OF THE
AFOREMENTIONED GOVERNMENT NOTICE, BEING 26 JUNE 1998.
THE ORDERS OF COURT IN RESPECT OF THE SCHEMES WILL ONLY BE LODGED FOR
REGISTRATION WITH THE SOUTH AFRICAN REGISTRAR OF COMPANIES ("THE REGISTRAR")
ONCE APPROVAL OF THE ACQUISITION OF AECI BY SASOL HAS BEEN OBTAINED FROM THE
COMPETITION BOARD AND, IF THE APPROVAL OF THE COMPETITION BOARD IS SUBJECT TO
CONDITIONS, ONCE SASOL HAS FORMALLY AGREED TO COMPLY WITH SUCH CONDITIONS. THE
SCHEMES WILL NOT BECOME OPERATIVE UNTIL SUCH TIME AS THE ORDERS OF COURT HAVE
BEEN REGISTERED BY THE REGISTRAR.
IF THE APPROVAL OF THE COMPETITION BOARD IS NOT OBTAINED IN A FORM ACCEPTABLE
TO SASOL BY 30 SEPTEMBER 1998, OR SUCH LATER DATE AS MAY BE AGREED BETWEEN
AECI, ANGLO AMERICAN INDUSTRIAL CORPORATION LIMITED AND SASOL, THE SCHEMES WILL
LAPSE AND WILL BE OF NO FORCE OR EFFECT. A FURTHER ANNOUNCEMENT WILL BE
PUBLISHED IN DUE COURSE INFORMING ORDINARY SHAREHOLDERS AND PREFERENCE
SHAREHOLDERS OF THE OUTCOME OF THE COMPETITION BOARD INVESTIGATION.
3. SURRENDER OF DOCUMENTS OF TITLE
ORDINARY SHAREHOLDERS WHO WISH TO SURRENDER THEIR DOCUMENTS OF TITLE IN
ANTICIPATION OF THE ORDINARY SCHEME BECOMING OPERATIVE MAY COMPLETE THE
APPROPRIATE FORM OF SURRENDER WHICH WAS INCLUDED IN THE DOCUMENT SENT TO
ORDINARY SHAREHOLDERS ON THURSDAY, 16 JULY 1998 AND RETURN IT, TOGETHER WITH
THEIR DOCUMENTS OF TITLE, TO CONSOLIDATED SHARE REGISTRARS LIMITED, 1ST FLOOR,
EDURA, 41 FOX STREET, JOHANNESBURG, 2001 (PO BOX 61051, MARSHALLTOWN, 2107).
THE ATTENTION OF ORDINARY SHAREHOLDERS IS DRAWN TO THE FACT THAT, IF THEY
SURRENDER THEIR DOCUMENTS OF TITLE IN ADVANCE OF THE ORDINARY SCHEME BECOMING
OPERATIVE, THEY WILL NOT BE IN A POSITION TO DEAL IN THEIR ORDINARY SHARES IN
AECI ON THE JOHANNESBURG STOCK EXCHANGE BETWEEN THE DATE OF SURRENDER AND THE
DATE OF THE ORDINARY SCHEME BECOMING OPERATIVE.
PREFERENCE SHAREHOLDERS WHO WISH TO SURRENDER THEIR DOCUMENTS OF TITLE IN
ANTICIPATION OF THE PREFERENCE SCHEME BECOMING OPERATIVE MAY COMPLETE THE
APPROPRIATE FORM OF SURRENDER WHICH WAS INCLUDED IN THE DOCUMENT SENT TO
PREFERENCE SHAREHOLDERS ON THURSDAY, 16 JULY 1998 AND RETURN IT, TOGETHER WITH
THEIR DOCUMENTS OF TITLE, TO CONSOLIDATED SHARE REGISTRARS LIMITED, 1ST FLOOR,
EDURA, 41 FOX STREET, JOHANNESBURG 2001 (PO BOX 61051, MARSHALLTOWN, 2107) OR
COMPUTERSHARE SERVICES PLC, PO BOX 82, CAXTON HOUSE, REDCLIFFE WAY, BRISTOL
BS99 7NH, ENGLAND. THE ATTENTION OF PREFERENCE SHAREHOLDERS IS DRAWN TO THE
FACT THAT, IF THEY SURRENDER THEIR DOCUMENTS OF TITLE IN ADVANCE OF THE
PREFERENCE SCHEME BECOMING OPERATIVE, THEY WILL NOT BE IN A POSITION TO DEAL IN
THEIR PREFERENCE SHARES ON THE JOHANNESBURG STOCK EXCHANGE OR THE LONDON STOCK
EXCHANGE BETWEEN THE DATE OF SURRENDER AND THE DATE OF THE PREFERENCE SCHEME
BECOMING OPERATIVE.
JOHANNESBURG
27 AUGUST 1998
MERCHANT BANK TO SASOL
INVESTEC BANK LIMITED
(REG NO 69/04763/06)
FINANCIAL ADVISER TO AECI
ING BARINGS
SPONSORING BROKER TO AECI
ING BARINGS SOUTHERN AFRICA (PROPRIETARY) LIMITED
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
(REGISTRATION NUMBER 94/04352/07)
SCHEME ATTORNEYS AND ATTORNEYS TO SASOL
EDWARD NATHAN & FRIEDLAND INC
(REGISTRATION NUMBER 77/00525/21)
ATTORNEYS TO AECI
FRRW
FLUXMAN RABINOWITZ - RAPHAELY WEINER



                                        
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