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Sasol/polifin - Results Of Offer To Polifin Shareholders

Release Date: 23/09/1999 08:26:25      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")
RESULTS OF OFFER TO POLIFIN SHAREHOLDERS AND NOTICE IN TERMS OF SECTION 440K
(1)(A) OF THE COMPANIES ACT
1. RESULTS OF OFFER TO POLIFIN SHAREHOLDERS
POLIFIN SHAREHOLDERS ARE REFERRED TO THE CIRCULAR DATED 26 AUGUST 1999 ("THE
OFFER CIRCULAR") AND TO THE ANNOUNCEMENTS PUBLISHED IN THE PRESS ON 2 AUGUST
1999, 13 AUGUST 1999 AND 26 AUGUST 1999, RELATING TO THE OFFER BY SASOL'S
WHOLLY OWNED SUBSIDIARY COMPANY, SASOL CHEMICAL INDUSTRIES LIMITED ("SCI") TO
THE SHAREHOLDERS OF POLIFIN, OTHER THAN SCI ("THE POLIFIN SHAREHOLDERS"), TO
ACQUIRE ALL OR PART OF THEIR POLIFIN SHARES ("THE OFFER") FOR AN OFFER
CONSIDERATION OF R9,70 PER POLIFIN SHARE ("THE OFFER CONSIDERATION"), WHICH
OFFER CONSIDERATION WOULD BEAR INTEREST AT THE RATE AND FOR THE PERIODS
DESCRIBED IN THE OFFER CIRCULAR.
THE OFFER HAS BEEN ACCEPTED BY POLIFIN SHAREHOLDERS HOLDING 271 675 353 POLIFIN
SHARES, REPRESENTING 98,6% OF THE POLIFIN SHARES WHICH WERE SUBJECT TO THE
OFFER.
2. 440K NOTICE
AS THE OFFER HAS BEEN ACCEPTED BY THE HOLDERS OF MORE THAN NINE-TENTHS (90%) OF
THE POLIFIN SHARES WHICH WERE SUBJECT TO THE OFFER, SCI HEREBY GIVES NOTICE OF
ITS INTENTION TO COMPULSORILY ACQUIRE, IN TERMS OF SECTION 440K OF THE
COMPANIES ACT 1973, AS AMENDED ("THE ACT"), THE POLIFIN SHARES HELD BY THOSE
POLIFIN SHAREHOLDERS WHO DID NOT ACCEPT THE OFFER ("THE REMAINING POLIFIN
SHARES") ON THE SAME TERMS AND CONDITIONS AS CONTAINED IN THE OFFER ("THE
COMPULSORY ACQUISITION").
AN APPLICATION HAS BEEN MADE TO THE COMMITTEE OF THE JOHANNESBURG STOCK
EXCHANGE ("THE JSE") TO SUSPEND THE LISTING OF POLIFIN SHARES ON THE JSE WITH
EFFECT FROM THE CLOSE OF TRADING ON THURSDAY, 23 SEPTEMBER 1999.  AN
APPLICATION HAS BEEN MADE TO TERMINATE THE LISTING OF POLIFIN SHARES ON THE JSE
WITH EFFECT FROM THE CLOSE OF TRADING ON THURSDAY, 4 NOVEMBER 1999, UNLESS THE
HIGH COURT OF SOUTH AFRICA GRANTS AN ORDER AS CONTEMPLATED IN SECTION 440 K (1)
(A) OF THE ACT TO THE EFFECT THAT SCI IS NOT ENTITLED TO ACQUIRE THE REMAINING
POLIFIN SHARES IN TERMS OF THE COMPULSORY ACQUISITION OR IMPOSES CONDITIONS OF
ACQUISITION DIFFERENT FROM THOSE OF THE OFFER.
3. SURRENDER OF DOCUMENTS OF TITLE AND PAYMENT OF OFFER CONSIDERATION
A CIRCULAR, WHICH HAS BEEN APPROVED BY THE JSE AND THE SECURITIES REGULATION
PANEL, SETTING OUT FULL DETAILS OF THE COMPULSORY ACQUISITION ("THE COMPULSORY
ACQUISITION CIRCULAR") HAS TODAY BEEN POSTED TO ALL POLIFIN SHAREHOLDERS
CURRENTLY REFLECTED IN POLIFIN'S SHARE REGISTER AS SHAREHOLDERS WHO HAVE NOT
ACCEPTED THE OFFER ("THE REMAINING POLIFIN SHAREHOLDERS").
THE REMAINING POLIFIN SHAREHOLDERS ARE REQUESTED TO SURRENDER THEIR SHARE
CERTIFICATES OR OTHER DOCUMENTS OF TITLE IN RESPECT OF THEIR POLIFIN SHARES
("DOCUMENTS OF TITLE"), TOGETHER WITH A PROPERLY COMPLETED AND SIGNED SURRENDER
FORM (ATTACHED TO THE COMPULSORY ACQUISITION CIRCULAR), AS SOON AS POSSIBLE AND
RETURN THESE TO POLIFIN'S TRANSFER SECRETARIES.
CHEQUES IN RESPECT OF THE OFFER CONSIDERATION WILL BE POSTED BY REGISTERED POST
TO THOSE REMAINING POLIFIN SHAREHOLDERS WHO COMPLETE AND RETURN THE FORM OF
SURRENDER, AT THE RISK OF THE SHAREHOLDERS CONCERNED TO THE ADDRESS AS
DISCLOSED, OR DEPOSITED DIRECTLY INTO THE SHAREHOLDER'S PERSONAL (NOT THIRD
PARTY) BANK ACCOUNT, DEPENDING ON THE SHAREHOLDER'S INSTRUCTIONS CONTAINED IN
THE PROPERLY COMPLETED FORM OF SURRENDER. THIS WILL BE DONE WITHIN SEVEN DAYS
OF RECEIPT OF THE PROPERLY COMPLETED FORM OF SURRENDER AND VALID DOCUMENTS OF
TITLE. IF NO CHOICE IS MADE REGARDING THE METHOD OF PAYMENT, PAYMENT WILL BE
MADE BY A CHEQUE PAYABLE TO THE SHAREHOLDER CONCERNED AND POSTED TO THE
SHAREHOLDER IN THE MANNER SET OUT ABOVE AT THE RISK OF THE SHAREHOLDER
CONCERNED.
THE POLIFIN SHARES, OF THOSE POLIFIN SHAREHOLDERS WHO DO NOT SURRENDER THEIR
DOCUMENTS OF TITLE WITHIN THE TIME PERIODS STIPULATED IN THE COMPULSORY
ACQUISITION CIRCULAR, WILL BE COMPULSORILY ACQUIRED BY SCI. IN SUCH EVENT THE
OFFER CONSIDERATION WILL BE HELD IN TRUST BY POLIFIN, FOR THE BENEFIT OF SUCH
POLIFIN SHAREHOLDERS, IN TERMS OF SECTION 440K(4) OF THE ACT AND NO FURTHER
INTEREST WILL BE PAID BY SCI ONCE THE SHARES ARE COMPULSORILY ACQUIRED.
JOHANNESBURG
23 SEPTEMBER 1999
MERCHANT BANK
INVESTEC CORPORATE FINANCE
INVESTEC BANK LIMITED
(REGISTRATION NUMBER 69/04763/06)
ATTORNEYS
EDWARD NATHAN & FRIEDLAND INC
(REGISTRATION NUMBER 77/00525/21)
SPONSORING BROKER
INVESTEC SECURITIES LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NO. 72/08905/06



                                        
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