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SCHEMES OF ARRANGEMENT
AECI LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 04/02590/06)
("AECI" OR "THE COMPANY")
SASOL LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 79/03231/06)
("SASOL")
SCHEMES OF ARRANGEMENT
1. INTRODUCTION
IT WAS ANNOUNCED ON 26 MAY 1998 THAT SASOL WOULD PROPOSE SCHEMES OF ARRANGEMENT
IN TERMS OF SECTION 311 OF THE COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED
("THE ACT"), BETWEEN AECI AND:
- ALL THE HOLDERS OF AECI ORDINARY SHARES ("ORDINARY SHAREHOLDERS") REGISTERED
AS SUCH ON THURSDAY, 6 AUGUST 1998 ("THE ORDINARY SCHEME MEMBERS") WHICH, IF
IMPLEMENTED, WOULD RESULT IN AECI BECOMING A WHOLLY-OWNED SUBSIDIARY OF SASOL
("THE ORDINARY SCHEME"). IT IS EXPECTED THAT THE LISTING OF THE AECI ORDINARY
SHARES ON THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") WILL BE TERMINATED AT THE
CLOSE OF BUSINESS ON THE FIRST FRIDAY IMMEDIATELY FOLLOWING THE DATE ON WHICH
ALL THE CONDITIONS PRECEDENT REFERRED TO IN PARAGRAPH 6.1 BELOW HAVE BEEN
FULFILLED ("THE RECORD DATE"). THE ORDINARY SCHEME WILL BECOME OPERATIVE ON THE
FIRST MONDAY IMMEDIATELY FOLLOWING THE RECORD DATE ("THE OPERATIVE DATE"); AND
- ALL THE HOLDERS OF AECI PREFERENCE SHARES ("PREFERENCE SHAREHOLDERS")
REGISTERED AS SUCH ON THURSDAY, 6 AUGUST 1998 ("THE PREFERENCE SCHEME MEMBERS")
WHICH, IF IMPLEMENTED, WOULD RESULT IN ALL THE AECI PREFERENCE SHARES BEING
ACQUIRED BY SASOL ("THE PREFERENCE SCHEME"). IT IS EXPECTED THAT THE LISTING OF
THE AECI PREFERENCE SHARES ON THE JSE AND THE LONDON STOCK EXCHANGE ("THE LSE")
WILL BE TERMINATED AT THE CLOSE OF BUSINESS ON THE RECORD DATE. THE PREFERENCE
SCHEME WILL BECOME OPERATIVE ON THE OPERATIVE DATE.
2. RATIONALE
2.1 THE ORDINARY SCHEME
SASOL'S RATIONALE FOR PROPOSING THE ORDINARY SCHEME IS THE ACHIEVEMENT OF
POSSIBLE SYNERGISTIC BENEFITS, DETAILS OF WHICH ARE STILL TO BE DETERMINED.
2.2 THE PREFERENCE SCHEME
IN TERMS OF THE ORDINARY SCHEME, AECI WILL BECOME A WHOLLY-OWNED SUBSIDIARY OF
SASOL AND THE AECI ORDINARY SHARES WILL BE DELISTED FROM THE JSE. IT IS
THEREFORE DEEMED APPROPRIATE TO DELIST THE AECI PREFERENCE SHARES FROM THE JSE
AND THE LSE. ACCORDINGLY, PREFERENCE SHAREHOLDERS ARE GIVEN THE OPPORTUNITY TO
DISPOSE OF THEIR PREFERENCE SHAREHOLDING AND RECEIVE VALUE THEREFOR.
3. THE SCHEME CONSIDERATIONS
3.1 THE ORDINARY SCHEME CONSIDERATION
UPON IMPLEMENTATION OF THE ORDINARY SCHEME, ALL THE ORDINARY SHAREHOLDERS
REGISTERED AS SUCH ON THE RECORD DATE ("ORDINARY SCHEME PARTICIPANTS") WILL
RECEIVE R30,00 PER AECI ORDINARY SHARE HELD PLUS AN ADDITIONAL AMOUNT EQUAL TO
THE INTEREST THAT WOULD HAVE BEEN EARNED ON R30,00 PER AECI ORDINARY SHARE
CALCULATED FROM 1 JULY 1998 TO THE OPERATIVE DATE ("THE ORDINARY SCHEME CASH
CONSIDERATION"). THE TOTAL CASH CONSIDERATION PAYABLE IN TERMS OF THE ORDINARY
SCHEME, EXCLUDING ANY INTEREST PAYABLE THEREON, AMOUNTS TO APPROXIMATELY R4
640,0 MILLION. ON THE ASSUMPTION THAT THE ORDINARY SCHEME CASH CONSIDERATION IS
PAYABLE TO ORDINARY SCHEME PARTICIPANTS ON 30 SEPTEMBER 1998, THE INTEREST
THEREON, CALCULATED AT A RATE OF 20% PER ANNUM COMPOUNDED DAILY, WILL AMOUNT TO
APPROXIMATELY R239,8 MILLION (R1,55 PER AECI ORDINARY SHARE). ORDINARY
SHAREHOLDERS REGISTERED ON THE RECORD DATE WILL PARTICIPATE IN AECI'S INTERIM
DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 1998.
3.2 THE PREFERENCE SCHEME CONSIDERATION
UPON IMPLEMENTATION OF THE PREFERENCE SCHEME, PREFERENCE SHAREHOLDERS
REGISTERED AS SUCH ON THE RECORD DATE ("PREFERENCE SCHEME PARTICIPANTS") WILL
RECEIVE GBP1,05 STERLING PER PREFERENCE SHARE HELD PLUS AN AMOUNT EQUAL TO A
PRO RATA PORTION OF THEIR PREFERENCE SHARE DIVIDEND CALCULATED FROM DATE OF
PAYMENT OF THE LAST PREFERENCE DIVIDEND UP TO THE OPERATIVE DATE ("THE
PREFERENCE SCHEME CASH CONSIDERATION"). THE TOTAL CASH CONSIDERATION PAYABLE IN
TERMS OF THE PREFERENCE SCHEME, EXCLUDING ANY DIVIDEND PAYABLE THEREON, AMOUNTS
TO APPROXIMATELY GBP3,150 MILLION STERLING. ON THE ASSUMPTION THAT THE
PREFERENCE SCHEME CASH CONSIDERATION IS PAYABLE TO PREFERENCE SCHEME
PARTICIPANTS ON 30 SEPTEMBER 1998, THE PRO RATA PORTION OF THEIR PREFERENCE
SHARE DIVIDEND WILL AMOUNT TO APPROXIMATELY GBP0,048 MILLION STERLING (1,6P PER
AECI PREFERENCE SHARE). THE PREFERENCE SCHEME CONSIDERATION PAYABLE TO
PREFERENCE SCHEME PARTICIPANTS THAT ARE SOUTH AFRICAN RESIDENTS WILL BE
CONVERTED BY THE TRANSFER SECRETARIES TO RAND AT THE APPROPRIATE RAND/POUND
STERLING EXCHANGE RATE ON THE OPERATIVE DATE AND WILL BE PAID TO SUCH
PREFERENCE SHAREHOLDERS IN RAND.
4. FINANCIAL EFFECTS OF THE SCHEMES
4.1 THE ORDINARY SCHEME
THE FINANCIAL EFFECTS OF THE ORDINARY SCHEME ON AN ORDINARY SCHEME PARTICIPANT,
EXCLUDING ANY INTEREST PAYABLE FROM 1 JULY 1998 TO THE OPERATIVE DATE, ARE AS
FOLLOWS:
BEFORE ORDINARY AFTER ORDINARY
SCHEME PER SCHEME PER
ORDINARY SHARE ORDINARY SHARE INCREASE
NOTES (RAND) (RAND) %
MARKET VALUE 1(I) 20,00 30,00 50,0
1(II) 28,00 30,00 7,1
1(III) 24,50 30,00 22,4
HEADLINE EARNINGS/INCOME
PER AECI ORDINARY SHARE 2, 3 2,37 2,54 7,2
NET ASSET VALUE/
CASH CONSIDERATION 3 20,09 30,00 49,3
NOTES:
1. THE MARKET VALUE PER AECI ORDINARY SHARE IN THE "BEFORE PER ORDINARY SHARE"
COLUMN IS THE RULING PRICE ON THE JSE ON:
(I) 15 APRIL 1998, BEING THE LAST BUSINESS DAY PRIOR TO THE PUBLICATION OF THE
FIRST CAUTIONARY ANNOUNCEMENT;
(II) 25 MAY 1998, BEING THE LAST BUSINESS DAY PRIOR TO THE PUBLICATION OF THE
ANNOUNCEMENT ON 26 MAY 1998; AND
(III) 14 JULY 1998, BEING THE LAST PRACTICABLE DAY PRIOR TO THE PUBLICATION OF
THIS ANNOUNCEMENT.
2. THE PRO FORMA INCOME PER AECI ORDINARY SHARE IN THE "AFTER PER ORDINARY
SHARE" COLUMN HAS BEEN CALCULATED ON THE ASSUMPTION THAT THE ORDINARY SCHEME
BECAME OPERATIVE ON 1 JANUARY 1997 AND THAT THE ORDINARY SCHEME CASH
CONSIDERATION OF R30,00, EXCLUDING ANY INTEREST PAYABLE THEREON, HAD BEEN
INVESTED FROM 1 JANUARY 1997 TO 31 DECEMBER 1997 AT AN AFTER-TAX INTEREST RATE
OF 8,45%, BASED ON A TAX RATE OF 35%.
3. THE HEADLINE EARNINGS/INCOME AND NET ASSET VALUE IN THE "BEFORE PER ORDINARY
SHARE" COLUMN ARE BASED ON THE AUDITED RESULTS OF AECI FOR THE YEAR ENDED 31
DECEMBER 1997.
4.2 THE PREFERENCE SCHEME
THE FINANCIAL EFFECTS OF THE PREFERENCE SCHEME ON A PREFERENCE SCHEME
PARTICIPANT, EXCLUDING THE PRO RATA SHARE OF THE PREFERENCE DIVIDEND FROM 16
JUNE 1998 TO THE OPERATIVE DATE ARE AS FOLLOWS:
BEFORE PREFERENCE AFTER PREFERENCE
SCHEME PER SCHEME PER INCREASE/
PREFERENCE SHARE PREFERENCE SHARE DECREASE
NOTES (RAND) (RAND) %
MARKET VALUE 1 (I) 8,00 10,50 31,3
1 (II) 9,00 10,50 16,7
1 (III) 13,00 10,50 (19,2)
INCOME PER AECI
PREFERENCE SHARE 2, 3 0,55 0,89 61,8
PAR VALUE/CASH
CONSIDERATION 3 2,00 10,50 525,0
NOTES:
1. THE MARKET VALUE PER AECI PREFERENCE SHARE IN THE "BEFORE PER PREFERENCE
SHARE" COLUMN IS THE RULING PRICE ON THE JSE ON THE DATES AS SET OUT ABOVE IN
NOTE 1 TO THE FINANCIAL EFFECTS OF THE ORDINARY SCHEME ON AN ORDINARY SCHEME
PARTICIPANT.
2. THE PRO FORMA INCOME PER AECI PREFERENCE SHARE IN THE "AFTER PER PREFERENCE
SHARE" COLUMN HAS BEEN CALCULATED ON THE ASSUMPTION THAT THE PREFERENCE SCHEME
BECAME OPERATIVE ON 1 JANUARY 1997 AND THAT THE PREFERENCE SCHEME CASH
CONSIDERATION OF GBP1,05 STERLING, EXCLUDING ANY DIVIDEND PAYABLE THEREON, HAD
BEEN INVESTED FROM 1 JANUARY 1997 TO 31 DECEMBER 1997 AT AN AFTER-TAX INTEREST
RATE OF 8,45%, BASED ON A TAX RATE OF 35%.
3. THE DIVIDENDS AND PAR VALUE IN THE "BEFORE PER PREFERENCE SHARE" COLUMN ARE
BASED ON THE TERMS AS SET OUT IN THE AECI AUDITED ANNUAL FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 1997.
4. THE FINANCIAL EFFECTS AS SET OUT IN THE TABLE ABOVE HAVE BEEN BASED ON AN
EXCHANGE RATE OF R10,00 TO ONE POUND STERLING.
5. THE AECI PREFERENCE SHARE PRICES IN THE "AFTER PER PREFERENCE SHARE" COLUMN
ARE BASED ON THE CLOSING PRICE OF THE PREFERENCE SHARES ON THE JSE.
5. PROCEDURE FOR IMPLEMENTATION
5.1 THE ORDINARY SCHEME
5.1.1 A MEETING OF ORDINARY SCHEME MEMBERS WILL BE HELD ON FRIDAY, 7 AUGUST
1998 TO APPROVE THE ORDINARY SCHEME ("THE ORDINARY SCHEME MEETING").
5.1.2 SUBJECT TO THE ORDINARY SCHEME BEING APPROVED BY THE REQUISITE MAJORITY
AT THE ORDINARY SCHEME MEETING, APPLICATION WILL BE MADE TO THE HIGH COURT OF
SOUTH AFRICA (TRANSVAAL PROVINCIAL DIVISION) ("THE COURT") TO SANCTION THE
ORDINARY SCHEME.
5.1.3 IF THE ORDINARY SCHEME IS SANCTIONED BY THE COURT, THEN THE ORDER OF
COURT WILL BE LODGED WITH THE REGISTRAR OF COMPANIES ("THE REGISTRAR") FOR
REGISTRATION PROVIDED THAT THE CONDITION PRECEDENT IN PARAGRAPH 6.1.4 BELOW HAS
BEEN FULFILLED. IF IT HAS NOT BEEN FULFILLED, THE ORDER OF COURT WILL NOT BE
LODGED FOR REGISTRATION AND THE REGISTRAR WILL NOT REGISTER IT PENDING TIMEOUS
FULFILMENT OF THE SAID CONDITION AND PROOF OF FULFILMENT BEING GIVEN BOTH TO
THE REGISTRAR OF THE HIGH COURT AND TO THE REGISTRAR.
5.2 THE PREFERENCE SCHEME
5.2.1 A MEETING OF PREFERENCE SCHEME MEMBERS WILL BE HELD ON FRIDAY, 7 AUGUST
1998 TO APPROVE THE PREFERENCE SCHEME ("THE PREFERENCE SCHEME MEETING").
5.2.2 SUBJECT TO THE PREFERENCE SCHEME BEING APPROVED BY THE REQUISITE MAJORITY
AT THE PREFERENCE SCHEME MEETING, APPLICATION WILL BE MADE TO THE COURT TO
SANCTION THE PREFERENCE SCHEME.
5.2.3 IF THE PREFERENCE SCHEME IS SANCTIONED BY THE COURT, THEN THE ORDER OF
COURT WILL BE LODGED WITH THE REGISTRAR FOR REGISTRATION PROVIDED THAT THE
CONDITION PRECEDENT IN PARAGRAPH 6.2.1 BELOW HAS BEEN FULFILLED. IF IT HAS NOT
BEEN FULFILLED, THE ORDER OF COURT WILL NOT BE LODGED FOR REGISTRATION AND THE
REGISTRAR WILL NOT REGISTER IT PENDING TIMEOUS FULFILMENT OF THE SAID CONDITION
AND PROOF OF FULFILMENT IS GIVEN BOTH TO THE REGISTRAR OF THE HIGH COURT AND TO
THE REGISTRAR.
6. CONDITIONS PRECEDENT
6.1 THE ORDINARY SCHEME
THE ORDINARY SCHEME IS SUBJECT TO THE FULFILMENT OF THE FOLLOWING CONDITIONS
PRECEDENT:
6.1.1 THE ORDINARY SCHEME BEING APPROVED BY A MAJORITY REPRESENTING
THREE-FOURTHS (75%) OF THE VOTES EXERCISABLE BY ORDINARY SCHEME MEMBERS PRESENT
AND VOTING EITHER IN PERSON OR BY PROXY AT THE ORDINARY SCHEME MEETING;
6.1.2 THE COURT SANCTIONING THE ORDINARY SCHEME;
6.1.3 CERTIFIED COPIES OF THE ORDER OF COURT SANCTIONING THE ORDINARY SCHEME
BEING REGISTERED BY THE REGISTRAR IN TERMS OF THE ACT;
6.1.4 THE APPROVAL OF THE COMPETITION BOARD BEING OBTAINED, AND IF SUCH
APPROVAL IS GIVEN SUBJECT TO CONDITIONS, SASOL GIVING WRITTEN NOTICE TO THE
COMPETITION BOARD AND AECI THAT IT AGREES TO AND WILL COMPLY WITH SUCH
CONDITIONS; AND
6.1.5 THE OPERATIVE DATE OCCURRING PRIOR TO 30 SEPTEMBER 1998 OR SUCH LATER
DATE AS MAY BE AGREED BETWEEN AECI, ANGLO AMERICAN INDUSTRIAL CORPORATION
LIMITED ("AMIC") AND SASOL.
6.2 THE PREFERENCE SCHEME
THE PREFERENCE SCHEME IS SUBJECT TO THE FULFILMENT OF THE FOLLOWING CONDITIONS
PRECEDENT:
6.2.1 THE ORDINARY SCHEME BECOMING OPERATIVE;
6.2.2 THE PREFERENCE SCHEME BEING APPROVED BY A MAJORITY REPRESENTING
THREE-FOURTHS (75%) OF THE VOTES EXERCISABLE BY PREFERENCE SCHEME MEMBERS
PRESENT AND VOTING EITHER IN PERSON OR BY PROXY AT THE PREFERENCE SCHEME
MEETING;
6.2.3 THE COURT SANCTIONING THE PREFERENCE SCHEME; AND
6.2.4 CERTIFIED COPIES OF THE ORDER OF COURT SANCTIONING THE PREFERENCE SCHEME
BEING REGISTERED BY THE REGISTRAR IN TERMS OF THE ACT.
7. COMPETITION BOARD
AS SET OUT IN PARAGRAPH 6 ABOVE, THE SCHEMES ARE SUBJECT TO APPROVAL OF THE
COMPETITION BOARD. THE COMPETITION BOARD HAS INITIATED A FORMAL INVESTIGATION
IN TERMS OF SECTION 10(1) OF THE MAINTENANCE AND PROMOTION OF COMPETITION ACT,
1979 (ACT NO. 96 OF 1979), AS ANNOUNCED IN GOVERNMENT NOTICE 1175 OF 1998 DATED
26 JUNE 1998. THIS INVESTIGATION IS EXPECTED TO TAKE APPROXIMATELY THREE MONTHS
TO COMPLETE.
8. OPINIONS AND RECOMMENDATIONS
THE DIRECTORS OF AECI HAVE CONSIDERED THE TERMS AND CONDITIONS OF THE ORDINARY
SCHEME AND THE PREFERENCE SCHEME ("THE SCHEMES") AND ARE OF THE UNANIMOUS
OPINION THAT THE TERMS ARE FAIR AND REASONABLE TO ORDINARY SCHEME PARTICIPANTS
AND PREFERENCE SCHEME PARTICIPANTS AND RECOMMEND THAT ORDINARY SCHEME MEMBERS
SHOULD VOTE IN FAVOUR OF THE ORDINARY SCHEME AND THAT PREFERENCE SCHEME MEMBERS
SHOULD VOTE IN FAVOUR OF THE PREFERENCE SCHEME.
THE RATIONALE OF THE BOARD OF DIRECTORS OF AECI FOR RECOMMENDING THE SCHEMES TO
AECI ORDINARY AND PREFERENCE SHAREHOLDERS AS OPPOSED TO THE RESTRUCTURING
PROPOSAL OF MANAGEMENT, IS THAT:
- GIVEN THAT THE CASH CONSIDERATION IN RESPECT OF THE SCHEMES IS EXPECTED TO BE
PAID WITHIN A RELATIVELY SHORT PERIOD OF TIME; AND
- GIVEN THE WISH OF ORDINARY SHAREHOLDERS OWNING APPROXIMATELY 75% OF AECI'S
ISSUED ORDINARY SHARES TO ACCEPT THE PROPOSAL MADE BY SASOL; BUT
- PROVIDED THAT THE NECESSARY APPROVAL FROM THE COMPETITION BOARD FOR
IMPLEMENTATION OF THE ORDINARY SCHEME BE OBTAINED, IN A FORM ACCEPTABLE TO
SASOL, BY 30 SEPTEMBER 1998 (OR WITHIN SUCH LIMITED PERIOD OF TIME THEREAFTER
AS MAY BE AGREED TO IN WRITING BETWEEN THE BOARDS OF AECI, AMIC AND SASOL); AND
- PROVIDED THAT THE SCHEMES OTHERWISE BECOME UNCONDITIONAL BY SUCH DATE,
FAILING WHICH THE SCHEMES WILL LAPSE,
THE BOARD IS OF THE OPINION THAT THE CONSIDERATION PAYABLE TO ORDINARY
SHAREHOLDERS AND PREFERENCE SHAREHOLDERS PURSUANT TO THE SCHEMES IS FAIR AND
REASONABLE IN THE CIRCUMSTANCES.
ING BARINGS IS OF THE OPINION, GIVEN THAT THE CASH CONSIDERATION IN RESPECT OF
THE SCHEMES IS EXPECTED TO BE PAID WITHIN A RELATIVELY SHORT PERIOD OF TIME,
THE WISH OF THE MAJORITY OF SHAREHOLDERS TO IMPLEMENT THE SCHEMES AND IN THE
ABSENCE OF A HIGHER OFFER FOR THE COMPANY, THAT THE TERMS AND CONDITIONS OF THE
SCHEMES ARE FAIR AND REASONABLE AND THAT ORDINARY SCHEME MEMBERS SHOULD VOTE IN
FAVOUR OF THE ORDINARY SCHEME AND PREFERENCE SCHEME MEMBERS SHOULD VOTE IN
FAVOUR OF THE PREFERENCE SCHEME.
9. CONFIRMATION TO THE SECURITIES REGULATION PANEL ("THE SRP")
INVESTEC HAS CONFIRMED TO THE SRP THAT SASOL WILL HAVE SUFFICIENT CASH
RESOURCES TO FULFIL ITS OBLIGATIONS IN TERMS OF THE SCHEMES.
10. UNDERTAKINGS
ORDINARY SHAREHOLDERS HOLDING THREE-FOURTHS (75%) OF THE ISSUED ORDINARY SHARE
CAPITAL OF AECI ON 22 MAY 1998 HAVE UNDERTAKEN TO VOTE IN FAVOUR OF THE
ORDINARY SCHEME.
11. DOCUMENTATION
A DOCUMENT WHICH HAS BEEN APPROVED BY THE JSE AND THE SRP AND WHICH CONTAINS
NOTICES OF THE SCHEME MEETINGS WILL BE POSTED TO SCHEME MEMBERS TODAY.
12. IMPORTANT DATES AND TIMES
1998
LAST DAY TO REGISTER IN ORDER TO VOTE
AT THE ORDINARY SCHEME MEETING AND THE
PREFERENCE SCHEME MEETING THURSDAY, 6 AUGUST
LAST DAY FOR LODGING FORMS OF PROXY FOR
THE ORDINARY SCHEME MEETING BY 09:00 AND THE PREFERENCE
SCHEME MEETING BY 10:00 ON THURSDAY, 6 AUGUST
(FORMS OF PROXY FOR THE ORDINARY SCHEME
MEETING AND THE PREFERENCE SCHEME MEETING MAY
ALSO BE HANDED TO THE CHAIRPERSON OF THE RELEVANT
MEETING NOT LESS THAN TEN MINUTES BEFORE THE
COMMENCEMENT THEREOF.)
ORDINARY SCHEME MEETING HELD AT 09:00 ON FRIDAY, 7 AUGUST
PREFERENCE SCHEME MEETING HELD AT 10:00 ON FRIDAY, 7 AUGUST
(THE PREFERENCE SCHEME MEETING WILL BE HELD AT THE TIME SET OUT ABOVE,
PROVIDED THAT THE ORDINARY SCHEME MEETING IS TIMEOUSLY CONCLUDED OR
ADJOURNED. IN THE EVENT THAT THE ORDINARY SCHEME MEETING IS NOT CONCLUDED
OR ADJOURNED BY 09:50, THEN THE PREFERENCE SCHEME MEETING WILL COMMENCE
TEN MINUTES AFTER THE CONCLUSION OR ADJOURNMENT OF THE ORDINARY SCHEME
MEETING.)
COURT HEARINGS TO SANCTION THE ORDINARY SCHEME AND THE
PREFERENCE SCHEME RESPECTIVELY TUESDAY, 25 AUGUST
PRESS ANNOUNCEMENT NOTIFYING ORDINARY SCHEME MEMBERS
AND PREFERENCE SCHEME MEMBERS AS TO WHETHER OR NOT
THE RESPECTIVE SCHEMES WILL BE IMPLEMENTED THURSDAY, 27 AUGUST
THE ABOVE DATES AND TIMES MAY BE SUBJECT TO AMENDMENT. ANY AMENDMENT WILL BE
PUBLISHED IN THE PRESS.
JOHANNESBURG
15 JULY 1998
MERCHANT BANK
INVESTEC BANK LIMITED
(REG NO 69/04763/06)
SCHEME ATTORNEYS AND ATTORNEYS TO SASOL
EDWARD NATHAN & FRIEDLAND INC.
(REGISTRATION NUMBER 77/00525/21)
FINANCIAL ADVISER TO AECI
ING BARINGS
SPONSORING BROKER TO AECI
ING BARINGS SOUTHERN AFRICA (PROPRIETARY) LIMITED
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
(REGISTRATION NUMBER 94/04352/07)
ATTORNEYS TO AECI
FLUXMAN RABINOWITZ - RAPHAELY WEINER
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