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Illovo /ABF Overseas Limited - Court date for sanctioning of the Scheme of Arrangement and further salient dates Illovo Sugar Limited (Incorporated in the Republic of South Africa) (Registration number 1906/000622/06) (Share code: ILV) (ISIN: ZAE000003547) ("Illovo") ABF Overseas Limited (Incorporated in England) (Registration number 03313345) ("ABF") COURT DATE FOR SANCTIONING OF THE SCHEME OF ARRANGEMENT PROPOSED BY ABF BETWEEN ILLOVO AND ITS SHAREHOLDERS AND FURTHER SALIENT DATES IN RESPECT THEREOF 1. INTRODUCTION Illovo shareholders are referred to the circular posted on 15 June 2006 and the announcements released on SENS on 15 June 2006 and 12 July 2006 relating to the scheme of arrangement in terms of section 311 of the Companies Act No. 61 of 1973, as amended, proposed by ABF between Illovo and its shareholders ("the scheme") in terms of which ABF will acquire 51% of the fully diluted ordinary share capital of Illovo ("the scheme shares") for a consideration of R21.00 per share ("scheme consideration"). 2. REGULATORY APPROVALS Illovo shareholders are advised that the competition authorities have unconditionally approved the acquisition of the scheme shares by ABF. As a result, all necessary regulatory approvals required to implement the scheme have been obtained. 3. WAIVER BY THE SECURITIES REGULATION PANEL The Securities Regulation Panel has granted ABF dispensation from the requirement to make a mandatory offer to Illovo shareholders. 4. SANCTIONING OF THE SCHEME The scheme meeting having taken place on Wednesday, 12 July 2006 under the chairmanship of David Lionel Levin and the requisite majority having agreed to the scheme, Illovo shareholders are notified, pursuant to the provisions of paragraph 7 of the Order of Court dated 13 June 2006, that the application for the sanctioning of the scheme will be made to the High Court of South Africa (Durban and Coast Local Division) ("the Court") (case number 6368/2006), located at the High Court, Masonic Grove, Durban on Wednesday, 23 August 2006 at 9:30 or so soon thereafter as Counsel may be heard. 5. UPDATE ON SALIENT DATES AND TIMES The remaining important dates and times in relation to the scheme are set out below. 2006 Court hearing to sanction the scheme at 9:30 Wednesday, 23 August Announcement on SENS regarding the sanctioning of the scheme Wednesday, 23 August Announcement in the press regarding the sanctioning of the scheme Thursday, 24 August If the scheme is sanctioned: Last day to trade in Illovo shares on the Friday, 25 August JSE Limited ("the JSE") in order to be recorded in the register to receive the scheme consideration The Order of Court will be lodged with the Monday, 28 August Registrar on Record date for the scheme, being the date Friday, 1 September on which Illovo shareholders must be recorded on the register in order to become entitled to receive the scheme consideration ("scheme participants") Operative date for the scheme, at the Monday, 4 September commencement of trading on the JSE The scheme consideration will be credited to the accounts of scheme participants holding dematerialised Illovo shares held at their CSDP or broker and share balances updated Monday, 4 September on The scheme consideration and replacement Monday, 4 September share certificates will be transferred or posted (as the case may be) to scheme participants holding certificated Illovo shares whose documents of title are received by the transfer secretaries before 12:00 on Friday, 1 September 2006 on Or Failing the receipt of documents of title within five business before 12:00 on Friday, 1 September 2006 days of receipt thereof by the transfer secretaries Notes: 1. The abovementioned dates and times are South African times and are subject to change. Any such change will be released on SENS and published in the press. 2. Illovo shareholders may not dematerialise or rematerialise their existing Illovo shares after Friday, 25 August 2006. Dematerialisation and rematerialisation of Illovo shares will recommence after Friday, 1 September 2006. Mount Edgecombe 8 August 2006 Investment bank to Illovo Standard Bank Investment bank to ABF Rothschild Sponsor to Illovo J.P. Morgan Equities Attorneys to Illovo Cliffe Dekker Garlicke & Bousfield Attorneys to ABF Bowman Gilfillan Date: 08/08/2006 05:15:38 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
