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Unconditional Take-over Offer By Sci For Shares In Polifin

Release Date: 26/08/1999 08:32:37      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 ("THE OFFER")
1. INTRODUCTION
SHAREHOLDERS ARE REFERRED TO THE ANNOUNCEMENT PUBLISHED ON 13 AUGUST 1999
RELATING TO THE OFFER BY SCI TO THE 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 ("THE OFFER CONSIDERATION").
2. SALIENT DATES
THE SALIENT DATES PERTAINING TO THE OFFER ARE AS FOLLOWS:
                                          1999
OFFER OPENS AT 09:30 ON                   THURSDAY, 26 AUGUST
OFFER CLOSES AT 14:30 ON                  THURSDAY, 16 SEPTEMBER
RESULTS OF OFFER PUBLISHED ON OR BEFORE   THURSDAY, 23 SEPTEMBER
PAYMENT IN RESPECT OF THE OFFER CONSIDERATION WILL BE MADE TO THE SHAREHOLDERS
WHO ACCEPT THE OFFER WITHIN SEVEN DAYS OF RECEIPT OF THE PROPERLY COMPLETED
FORM OF ACCEPTANCE AND SURRENDER AND THE VALID DOCUMENTS OF TITLE.
3. 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 AN APPLICATION TO BE MADE TO THE
JOHANNESBURG STOCK EXCHANGE ("THE JSE") FOR THE TERMINATION OF THE LISTING OF
POLIFIN ON THE JSE AS SOON AS PRACTICALLY POSSIBLE AFTER THE OFFER CLOSES. 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.
4. DOCUMENTATION
AN OFFER CIRCULAR, WHICH HAS BEEN APPROVED BY THE JSE AND THE SECURITIES
REGULATION PANEL, SETTING OUT FULL DETAILS OF THE OFFER, WILL BE POSTED TO
SHAREHOLDERS TODAY.
JOHANNESBURG
26 AUGUST 1999
MERCHANT BANK TO SASOL
INVESTEC BANK LIMITED
(REG NO 69/04763/06)
INDEPENDENT ADVISER TO POLIFIN
FLEMINGS
ROBERT FLEMING SOUTH AFRICA LIMITED
REGISTRATION NUMBER 95/11812/06
ATTORNEYS TO SASOL
EDWARD NATHAN & FRIEDLAND INC
(REGISTRATION NUMBER 77/00525/21)
ATTORNEYS TO POLIFIN
WEBBER WENTZEL BOWENS
SPONSORING BROKER TO SASOL
INVESTEC SECURITIES LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NO. 72/08905/06
SPONSORING BROKER TO POLIFIN
WARBURG DILLON 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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