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ASTRAL FOODS LIMITED: Odd-lot offer

Release Date: 27/06/2002 17:15
Code(s): ARL
Wrap Text

ASTRAL FOODS LIMITED: Odd-lot offer STRAL FOODS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1978/003194/06) JSE Share code: ARL ISIN: ZAE000029757 ("Astral Foods") Odd-lot offer 1. Introduction There are currently 5 856 out of 8 087 registered shareholders in Astral Foods, being 72,4% of the total number of shareholders, who hold fewer than 100 shares ("odd-lot holders"). These odd-lot holders hold approximately 83 286 shares which constitutes only 0,19% of the total number of shares in issue. In order to reduce the substantial recurring costs of administration connected with this large number of small shareholders, the board of directors of Astral Foods has proposed the implementation of an odd-lot offer ("the odd-lot offer") to facilitate the reduction in the number of small shareholders in Astral Foods in an equitable manner. 2. Odd-lot offer All shareholders who hold, individually, in aggregate fewer than 100 shares, at the close of business on Thursday, 8 August 2002, will be afforded the opportunity to participate in the odd-lot offer. The odd-lot offer will be implemented on the basis that the odd-lot holders may, up to close of business on Tuesday, 6 August 2002, elect either to: - purchase sufficient additional shares at the offer price of R13,39 per share to increase their odd-lot holdings to 100 shares ("the purchase alternative"); or - sell their odd-lot holdings to Astral Foods at R14,06 per share, being the offer price inclusive of a 5% premium ("the cash alternative"); or - retain their odd-lot holdings. The offer price of R13,39 per share has been determined by using the volume weighted average traded price of the shares on the JSE Securities Exchange South Africa ("JSE") over the five trading days ended Friday, 14 June 2002. If an odd-lot holder does not elect, on or before close of business on Tuesday, 6 August 2002, to accept the purchase alternative, the cash alternative or to retain its odd-lot holding, such odd-lot holder shall be deemed to have agreed to sell its odd-lot holding to Astral Foods which odd- lot holding will be sold at R14,06 per share, being the offer price inclusive of a 5% premium. 3. Condition precedent The implementation of the odd-lot offer is subject to the fulfilment of the condition precedent that the ordinary and special resolutions contained in the notice of general meeting, which will be posted on 1 July 2002 together with the circular, are duly passed, and that the special resolutions are registered by the Registrar of Companies. 4. Salient dates and times 2002 Election period for the odd-lot offer opens on Monday, 1 July Forms of proxy for the general meeting of shareholders to be received by the transfer secretaries by 09:30 on Monday, 22 July General meeting of shareholders to be held at 09:30 on Wednesday, 24 July Results of general meeting and finalisation announcement published on Thursday, 25 July Last day to trade in order to participate in the odd-lot offer Thursday, 1 August Election period for the odd-lot offer closes on close of business on Tuesday, 6 August Form of election for the odd-lot offer to be received by close of business on Tuesday, 6 August Record date to determine those shareholders entitled to participate in the odd-lot offer at the close of business on Thursday, 8 August Implementation of the odd-lot offer takes effect after close of business on Thursday, 8 August Results of the odd-lot offer published on Monday, 12 August New share certificates (if requested) posted and cheques/electronic transfers in respect of certificated shareholders posted/effected against surrender of existing documents of title, and safe custody accounts debited/credited and updated at CSDP/broker in respect of dematerialised shareholders, on Monday, 12 August Notes: 1. The above dates and times are subject to change. Any changes will be published in the South African press and over SENS. 2. Odd-lot holders who have not dematerialised their shares will not be able to do so between 26 July 2002 and 8 August 2002, both dates inclusive. 3. Shareholders who have dematerialised their shares with a Central Securities Depository Participant ("CSDP") or broker should advise their CSDP or broker as to what action they wish to take in terms of the agreement entered into between them and the CSDP or broker by close of business on Tuesday, 6 August 2002. 5. Effect on Astral Foods` share capital The potential specific repurchase of shares and issue of new shares for cash under general authority by Astral Foods as a result of the odd-lot offer will have no material effect on Astral Foods` share capital. 6. Financial effects The odd-lot offer and the potential specific repurchase of shares by Astral Foods and the potential issue of new shares for cash under general authority by Astral Foods are not expected to have any material effect on the earnings and headline earnings per share or on the net asset value and net tangible asset value per share of Astral Foods. The financial effect is expected to be less than 1% in all respects. 7. Confirmation of financial resources ING Investment Banking has satisfied the JSE that Astral Foods will have the necessary resources available to satisfy full acceptance of the odd-lot offer. 8. General meeting The general meeting of shareholders will be held at Astral Foods, Block E, Castle Walk Office Park, Erasmuskloof, Pretoria at 09:30 on Wednesday, 24 July 2002, at which meeting the ordinary and special resolutions required to implement the odd-lot offer will be proposed for consideration and, if deemed fit, approval. 9. Circular A circular to Astral Foods shareholders containing details of the odd-lot offer, notice of general meeting, a form of proxy, a form of election and a form of surrender, will be posted to shareholders on Monday, 1 July 2002. Pretoria 28 June 2002 Financial adviser and sponsor ING Investment Banking Corporate law advisers and consultants Edward Nathan & Friedland (Pty) Ltd Corporate Law advisers & consultants (Registration number 1999/026464/07) Date: 27/06/2002 05:15:17 PM Produced by the SENS Department

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