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Chemical Services Limited And Aeci Limited - Update On And Salient Dates Of The

Release Date: 29/10/2003 07:00:02      Code(s): AFE CHE
CHEMICAL SERVICES LIMITED AND AECI LIMITED - UPDATE ON AND SALIENT DATES OF THE 
SCHEME OF ARRANGEMENT                                                           
CHEMICAL SERVICES LIMITED                                                       
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1967/003338/06)                                           
Share code: CHE                                                                 
ISIN: ZAE000009908                                                              
("Chemserve")                                                                   
AECI LIMITED                                                                    
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1924/002590/06)                                           
Share code: AFE                                                                 
ISIN: ZAE000000220                                                              
("AECI")                                                                        
UPDATE ON AND SALIENT DATES OF THE SCHEME OF ARRANGEMENT                        
Update on and salient dates of the scheme of arrangement in terms of section 311
of the Companies Act, 1973 (Act 61 of 1973), as amended ("the Companies Act"),  
proposed by AECI between Chemserve and its shareholders, other than AECI ("the  
scheme")                                                                        
1.   Introduction                                                               
     Shareholders of Chemserve ("shareholders") are referred to the announcement
     published by Chemserve on SENS on Thursday, 18 September 2003 and in the   
     press on Friday, 19 September 2003 ("the announcement") regarding the      
scheme.                                                                    
     As advised in the announcement and subject to the conditions precedent     
     referred to in 3 below, shareholders other than AECI will, in terms of the 
     scheme, be entitled to receive for every 100 shares in Chemserve held on   
the record date of the scheme, which is expected to be Friday,             
     12 December 2003 (calculated on a pro rata basis), 60 new AECI shares plus 
     R885,15 in cash, in South African Rand ("scheme consideration").           
     Further to the announcement, shareholders are hereby apprised as follows.  
2.   Meeting To Be Held In Regard To The Scheme                                 
     A meeting of shareholders, other than AECI ("scheme members") will be held 
     at Chemserve Place, Turnberry Office Park, 48 Grosvenor Road, Bryanston at 
     10:00 on Monday, 24 November 2003 ("the scheme meeting") to consider and to
vote on the scheme.                                                        
3.   Conditions Precedent To The Scheme                                         
     It is expected that the scheme will become operative on Monday,            
     15 December 2003 by which date the following conditions precedent are      
expected to have been fulfilled:                                           
     3.1  the scheme will have been approved by a majority representing not less
          than threefourths of the votes exercisable by scheme members present  
          and voting, either in person or by proxy at the scheme meeting, to be 
held as indicated in 2 above;                                         
     3.2  the High Court of South Africa (Witwatersrand Local Division)("the    
          Court") will have sanctioned the scheme; and                          
     3.3  the Court Order sanctioning the scheme will have been registered by   
the Registrar of Companies in terms of the Companies Act              
4.   Listings                                                                   
     Subject to the scheme becoming unconditional in accordance with the        
     "Important dates and times" referred to in 7 below, the JSE Securities     
Exchange South Africa ("JSE") has granted approval for:                    
     4.1  the suspension of the listing of the shares of Chemserve on the JSE   
          with effect from the commencement of trading on the JSE on Monday,    
          8 December 2003;                                                      
4.2  the termination of the listing of the shares of Chemserve with effect 
          from the commencement of trading on the JSE on Wednesday,             
          17 December 2003;                                                     
     4.3  the listing on the JSE of the new AECI shares comprising the share    
element of the scheme consideration, with effect from the commencement
          of trading on the JSE on Monday, 8 December 2003.                     
5.   Opinions And Recommendations                                               
     5.1  FirstRand Bank Limited acting through its Rand Merchant Bank Corporate
Finance division ("RMB") has been appointed by the board of directors 
          of Chemserve as independent adviser to advise the board as to whether 
          the terms and conditions of the scheme are fair and reasonable to     
          scheme members.  RMB has considered the terms and conditions of the   
scheme and is of the opinion that they are fair and reasonable to     
          scheme members.                                                       
     5.2  The directors of Chemserve have considered the terms and conditions of
          the scheme as well as the recommendation of an independent committee  
of the board comprising non-executive directors independent of AECI   
          and the opinion of RMB, and are of the opinion that the terms and     
          conditions of the scheme are fair and reasonable to scheme members.   
          Accordingly, the directors of Chemserve recommend that scheme members 
vote in favour of the scheme at the scheme meeting.  All of the       
          directors of Chemserve who own shares in their own right intend to    
          vote in favour of the scheme.                                         
6.   Irrevocable Undertakings                                                   
Irrevocable undertakings to vote in favour of the scheme have been received
     from shareholders of Chemserve in respect of a total of 13 955 275 shares  
     representing 63% of the shares the subject of the scheme.                  
7.   Important Dates And Times                                                  
The following dates and times are pertinent to the scheme:                 
                                                                      2003      
Last day to trade Chemserve shares on the JSE                                   
in order to vote at the scheme meeting on              Thursday, 13 November    
Voting record date for purposes of being entitled                               
to vote at the scheme meeting on                       Thursday, 20 November    
Last day for receipt of proxies for the scheme                                  
meeting by 10:00 (see note 7.3 below) on               Friday, 21 November      
Scheme meeting to be held at 10:00 on                  Monday, 24 November      
Results of scheme meeting published on SENS on         Monday, 24 November      
Results of scheme meeting published in the press on    Tuesday, 25 November     
Court hearing to sanction the scheme on                Tuesday, 2 December      
Fulfilment of conditions precedent to the scheme                                
published on SENS on                                   Wednesday, 3 December    
Fulfilment of conditions precedent to the scheme                                
published in the press on                              Thursday, 4 December     
Expected last day to trade on the JSE for                                       
shareholders to be eligible to receive the scheme                               
consideration on                                       Friday, 5 December       
Expected suspension of listing of Chemserve shares                              
on the JSE from the commencement of trading on the                              
JSE on                                                 Monday, 8 December       
Expected listing on the JSE of new AECI shares from                             
the commencement of trading on the JSE on              Monday, 8 December       
Expected scheme consideration record date on which                              
shareholders must be recorded in the register of                                
shareholders of Chemserve in order to receive the                               
scheme consideration by close of business on           Friday, 12 December      
Expected operative date of the scheme at the                                    
commencement of trading on the JSE on                  Monday, 15 December      
Scheme consideration expected to be posted to                                   
eligible certificated scheme members (if documents                              
of title are received by the transfer secretaries                               
of Chemserve on or before Friday, 12 December 2003)                             
on                                                     Monday, 15 December      
OR                                                                              
failing receipt of documents of title on or before                              
Friday, 12 December 2003, within five business days                             
of receipt thereof by the transfer secretaries                                  
Eligible dematerialised scheme members expected to                              
have their accounts held at their CSDP or broker                                
credited and updated with the scheme consideration                              
on                                                     Monday, 15 December      
Expected termination of the listing of the shares                               
of Chemserve on the JSE from the commencement of                                
trading on the JSE on                                  Wednesday, 17 December   
     Notes:                                                                     
     7.1  All or any of the above dates and times are subject to change.  Any   
such change will be published on SENS and in the press.               
     7.2  Shareholders are advised that as trading in shares is settled within  
          the STRATE environment five business days following a trade,          
          shareholders acquiring shares after Thursday, 13 November 2003 will   
not be eligible to vote at the scheme meeting.                        
     7.3  If a form of proxy for the scheme meeting is not received by the time 
          and date shown above, it may be handed to the chairman of the scheme  
          meeting not less than 10 minutes before the scheduled time for the    
commencement of the scheme meeting.                                   
     7.4  No dematerialisation or rematerialisation of Chemserve shares may take
          place after Friday, 5 December 2003.                                  
     7.5  Should the scheme not become operative for any reason whatsoever, AECI
will make the irrevocable conditional substitute offer referred to in 
          8 below.                                                              
8.   Substitute Offer                                                           
     As further advised in the announcement, in the event that the scheme is not
implemented for any reason whatsoever, AECI will make an offer to acquire  
     all of the shares in Chemserve which it does not already own ("the         
     substitute offer").  The consideration payable in terms of the substitute  
     offer will be the same as that applicable to the scheme.                   
Full details of the substitute offer and the terms and conditions          
     applicable thereto are contained in the document referred to in 9 below.   
9.   Posting Of Documentation                                                   
     A document containing full details of the scheme and inter alia notice of  
the scheme meeting and the substitute offer, such document having been     
     approved by the Securities Regulation Panel and the JSE, will be posted to 
     shareholders on or about 29 October 2003.                                  
Johannesburg                                                                    
29 October 2003                                                                 
Date: 29/10/2003 07:00:07 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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