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SALD/SAL - Sallies Limited - Finalisation announcement

Release Date: 01/12/2011 17:30
Code(s): SAL SALD
Wrap Text

SALD/SAL - Sallies Limited - Finalisation announcement Sallies Limited (Incorporated in the Republic of South Africa) (Registration number 1903/001879/06) Share code: SAL ISIN: ZAE000022588 JSE Code: SALD ISIN: ZAE000117305 ("Sallies" or "the Company") FINALISATION ANNOUNCEMENT Sallies ordinary shareholders are referred to the announcement published on SENS on 29 November 2011 and in the press on 30 November 2011, regarding the approval at the shareholders meeting, by the requisite majority of shareholders present and voting in person or by proxy, of the scheme of arrangement proposed by Fluormin Plc. in respect of the Sallies ordinary shares ("the share scheme"). Shareholders are hereby advised that all conditions precedent to the share scheme, as detailed in the circular issued to Sallies shareholders on 1 November 2011 have been fulfilled and accordingly the share scheme is now unconditional. In terms of the share scheme, each Sallies shareholder is entitled to elect to receive: 0.0276837 Fluormin ordinary shares for every one Sallies ordinary share held; alternatively, or in the absence of any election by a Sallies shareholder, a cash consideration of 14 cents for every one Sallies ordinary share held. The salient dates and times relating to the implementation of the share scheme are as follows: Last day to trade Sallies Ordinary Shares on the JSE Thursday 8 December in order to be recorded in the Register to receive the 2011 Share Scheme Consideration on Suspension of listing of Sallies ordinary shares at Friday 9 December the commencement of trade on the JSE on 2011 Share Scheme Consideration Record Date to be recorded Thursday 15 in the Register in order to receive the Share Scheme December 2011 Consideration on Share Scheme Operative Date and on Monday 19 December 2011 Payment or delivery of the Share Scheme Consideration Monday 19 December on or about 2011 Dematerialised Share Scheme Participants to have their Monday 19 December accounts held at their UK Broker or CSDP or Broker 2011 credited with the Share Scheme Consideration on or about Termination of listing of Sallies Ordinary Shares on Tuesday 20 December the JSE at the commencement of trade on 2011 As the proposed scheme of arrangement for the debentures holders has failed in terms of section 114 of the Companies Act, No. 71 of 2008 (the "Act"), Fluormin has made an unconditional mandatory offer in terms of section 123 of the Act. The mandatory offer opened from 30 November 2011 and will close on Friday 20 January 2012 and the offer consideration will be as follows: 0.064595 Fluormin ordinary shares for every one Sallies` debenture held; alternatively, a cash consideration of 50 cents for every one Sallies` debenture held. It should be noted that if debenture holders do not accept the offer consideration, they will retain their debentures in Sallies. The expected timetable in relation to the Debenture offer is as follows: Last day to trade in the debentures Friday, 13 January 2012 Debentures trade ex the offer Monday, 16 January 2012 Record date Friday, 20 January 2012 Offer closes at 12:00 on Friday, 20 January 2012 Payment date Within 6 business days of receipt of acceptance by the transfer secretaries with the last payment being made on Monday, 23 January 2012 Please note: Debenture certificates may not be dematerialised or rematerialised between Monday, 16 January 2012 and Friday, 20 January 2012 (both days inclusive). Johannesburg 1 December 2011 Sponsor: Bridge Capital Advisors (Pty) Limited Reporting Accountant and Auditor to Sallies: BDO (South Africa) Incorporated Legal Advisor to Fluormin Plc. Fasken Martineau DuMoulin (Pty) Ltd Legal Advisor to Sallies: Cliffe Dekker Hofmeyr Inc. Independent expert to Sallies: Mazars Corporate Finance (Pty) Ltd Date: 01/12/2011 17:30:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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