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Unconditional Take-over Offer By Sci For All The Shares In Polifin

Release Date: 13/08/1999 07:45:41      Code(s): SOL SOLDPIN
SASOL LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 79/03231/06)
("SASOL")
POLIFIN LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 93/07886/06)
("POLIFIN")
UNCONDITIONAL TAKE-OVER OFFER BY SASOL CHEMICAL INDUSTRIES LIMITED ("SCI") FOR
ALL THE SHARES IN POLIFIN OTHER THAN THOSE ALREADY OWNED BY SCI
1. INTRODUCTION
FURTHER TO THE ANNOUNCEMENT PUBLISHED ON 2 AUGUST 1999, SASOL WISHES TO
ANNOUNCE THAT SASOL'S WHOLLY-OWNED SUBSIDIARY, SCI, WHICH CURRENTLY OWNS 50,15%
OF POLIFIN, WILL MAKE AN UNCONDITIONAL TAKE-OVER OFFER IN TERMS OF SECTION 440
OF THE COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED ("THE OFFER") TO ALL
POLIFIN SHAREHOLDERS OTHER THAN SCI ("SHAREHOLDERS") TO ACQUIRE THE ENTIRE
ISSUED SHARE CAPITAL OF POLIFIN HELD BY THE SHAREHOLDERS ("THE OFFER SHARES')
FOR A CASH CONSIDERATION OF R9,70 PLUS INTEREST THEREON PER POLIFIN ORDINARY
SHARE. POLIFIN SHAREHOLDERS REGISTERED ON 20 AUGUST 1999 WILL BE ENTITLED TO
RECEIVE THE FINAL DIVIDEND OF 17 CENTS PER POLIFIN SHARE IN RESPECT OF THE YEAR
ENDED 25 JUNE 1999.
2. UNDERTAKINGS TO ACCEPT THE OFFER
SCI HAS TO DATE RECEIVED UNDERTAKINGS FROM SHAREHOLDERS, COLLECTIVELY HOLDING
IN EXCESS OF 90% OF THE OFFER SHARES, TO ACCEPT THE OFFER. IT IS SASOL'S STATED
INTENTION TO OWN 100% OF POLIFIN AND FOR THE SUBSEQUENT APPLICATION TO BE MADE
TO THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") FOR THE TERMINATION OF THE
LISTING OF POLIFIN ON THE JSE. AECI LIMITED'S ("AECI") UNDERTAKING TO ACCEPT
THE OFFER WHICH REPRESENTS 80,3% OF SHAREHOLDERS' UNDERTAKINGS IS SUBJECT TO
ITS SHAREHOLDERS' APPROVAL IN GENERAL MEETING. AECI'S MAJORITY SHAREHOLDER,
ANGLO SOUTH AFRICA (PTY) LIMITED ("ASA") HAS PROVIDED A WRITTEN UNDERTAKING TO
VOTE ALL THE AECI SHARES BENEFICIALLY OWNED BY ASA IN FAVOUR OF THE DISPOSAL BY
AECI OF AECI'S SHARES IN POLIFIN.
3. DOCUMENTATION
AN OFFER CIRCULAR, WHICH IS SUBJECT TO THE APPROVAL OF THE JSE AND THE
SECURITIES REGULATION PANEL, SETTING OUT FULL DETAILS OF THE OFFER, WILL BE
POSTED TO SHAREHOLDERS WITHIN THE NEXT THREE WEEKS.
JOHANNESBURG
13 AUGUST 1999
MERCHANT BANK TO SASOL
INVESTEC BANK LIMITED
(REG NO 69/04763/06)
ATTORNEYS TO SASOL
EDWARD NATHAN & FRIEDLAND INC
(REGISTRATION NUMBER 77/00525/21)
SPONSORING BROKER TO SASOL
INVESTEC SECURITIES LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NO. 72/08905/06
INDEPENDENT ADVISER TO POLIFIN
FLEMINGS
ROBERT FLEMING SOUTH AFRICA LIMITED
REGISTRATION NUMBER 95/11812/06
ATTORNEYS TO POLIFIN
WEBBER WENTZEL BOWENS
SPONSORING BROKER TO POLIFIN
WARBURG DILLION READ SECURITIES (SOUTH AFRICA) (PTY) LTD
(REGISTRATION NUMBER 95/11140/07)
SUBSIDIARY OF UBS AG
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE



                                        
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