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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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