Optimum proposed delisting
Shareholders are referred to the salient dates announcement released on SENS and published in the press on 2 May 2012 in respect of the mandatory offer (such offer, "the mandatory offer") by a consortium ("the Consortium") comprising of Glencore and Lexshell, for the remaining shares in the issued share capital of Optimum for a cash consideration of R38 per Optimum share. In this announcement, shareholders were advised that the board of directors of Optimum ("the board") and the Consortium had determined that, following the implementation of the mandatory offer, it would no longer be in the best interests of Optimum shareholders for the listing of the Optimum shares on the exchange operated by the JSE Ltd. ("the JSE") to be maintained for, inter alia, the following reasons:
* the proportion of Optimum shares held by the Consortium, directly and indirectly, relative to the minority shareholders, and the likely trading liquidity of the Optimum shares on the exchange operated by the JSE; and
* the limited number of Optimum shares that will be held by members of the public.
A delisting circular was on 15 May 2012, been dispatched to shareholders containing the rationale for, and details of, the proposed termination of the listing of the Optimum shares from the exchange operated by the JSE (such termination of listing, "the delisting"), as well as the adoption of a proposed new memorandum of incorporation for Optimum ("the New MOI") in substitution for its existing memorandum of incorporation ("the Existing MOI"). The circular contains a notice of general meeting of Optimum shareholders that will be convened for the purposes of considering and passing the resolutions required to give effect to the matters referred to above (such meeting, "the general meeting"). Shareholders are advised that the general meeting will be held at 10:00 on Tuesday, 12 June 2012 at the registered office of Optimum 36 Fricker Road, Illovo, 2193.
Delisting and extension of mandatory offer
If the delisting is implemented, Optimum shares will be delisted from, and no longer be traded on, the exchange operated by the JSE. Shareholders are advised that all settlements of unlisted Optimum shares held in dematerialised or uncertificated form will occur in the Strate dematerialised environment. Shareholders are advised that the offer period was intended to close on Friday, 15 June 2012. However, as the general meeting is now scheduled for Tuesday, 12 June 2012, the Consortium hereby extends the closing date for the mandatory offer from Friday, 15 June 2012 to Friday, 22 June 2012. This will ensure, in line with the JSE's requirements, that Optimum shareholders will have at least seven days to accept the mandatory offer after the outcome of the vote on the delisting resolution is announced on SENS. The new salient dates and times for the mandatory offer are set out below.
Adoption of new MOI and consequent conversion from public company to private company
The Consortium has, in consultation with the board, determined that, should the delisting be approved by Optimum shareholders, the Existing MOI, which was prepared and adopted to meet the requirements of a publicly traded company listed on the exchange operated by the JSE, will not meet the needs of Optimum as a private company controlled by the consortium. Shareholders are advised that the adoption of the New MOI will result in the conversion of Optimum from a public company to a private company, which will mean that shareholders will not be able to trade their Optimum shares freely and will require the consent of the board in order to dispose of their Optimum shares.
Salient dates and times
* Opening date for the Mandatory Offer: Thursday, 26 April
* General meeting of Optimum shareholders to be held at 10:00: Tuesday, 12 June
* Finalisation announcement in respect of the delisting released on SENS: Friday, 22 June
* Results of the Mandatory Offer released on SENS: Monday, 25 June
* Suspension of listing of Optimum shares on the exchange operated by the JSE: Monday, 2 July
* Expected termination of listing of Optimum shares on the exchange operated by the JSE: Monday, 9 July