SAL/SALD - Sallies - Notice to debenture holders

SAL/SALD - Sallies - Notice to debenture holders                                
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")                                                    
NOTICE TO DEBENTURE HOLDERS                                                     
Sallies debenture holders are referred to the announcement published on SENS    
on 1 December 2011 and in the press on 2 December 2011, regarding Sallies       
ordinary shareholders being advised that all conditions precedent to the        
ordinary share scheme of arrangement ("share scheme"), as detailed in the       
circular issued to Sallies security holders on 1 November 2011 have been        
fulfilled and accordingly the share scheme is now unconditional.                
As a result of the share scheme becoming unconditional, the listing of the      
ordinary shares of Sallies on the JSE are to be suspended on 9 December 2011    
and terminated on 20 December 2011. In terms of the debenture trust deed in     
place with debenture holders, the implementation of the share scheme results    
in an  event of default which affords debenture holders the following           
alternatives:                                                                   
1.   The right to convert their debentures forthwith in terms of a default      
    conversion whereupon those debentures shall become convertible at their     
    principal amount of R0.50 per debenture together with accrued interest;     
or                                                                          
2.   The right to repayment forthwith in terms of a default cash repayment of   
    R0.50 per debenture together with accrued interest.                         
Notwithstanding the above alternatives, debenture holders may accept the        
Mandatory Offer made by Fluormin to debenture holders as announced on 29        
November 2011 in terms of which debenture holders can elect to receive a cash   
consideration R0.50 per debenture; or 0.064595 Fluormin ordinary shares         
(rounded down to the nearest whole Fluormin ordinary share in the event of      
fractional holdings). This offer is open for acceptance from 30 November 2011   
until 20 January 2012.                                                          
In respect of the Mandatory Offer process pertaining to the debentures if       
within four months of the date of the offer by Fluormin to acquire the          
debentures, the offer has been accepted by at least 90% of the debenture        
holders, other than the debentures held by Fluormin before the offer, then      
within two further months Fluormin may notify the remaining debenture holders   
that it desires to acquire all remaining debentures.                            
Subject to the aforegoing, the debentures may remain listed and be subject to   
the Debt Listing Requirements of the JSE until redeemed on 31 December 2012.    
Johannesburg                                                                    
8 December 2011                                                                 
Sponsor: Bridge Capital Advisors (Pty) Limited                                  
Legal Advisor to Fluormin Plc. Fasken Martineau DuMoulin (Pty) Ltd              
Date: 08/12/2011 17:34:33 Supplied by www.sharenet.co.za                     
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