Implementation of the scheme of arrangement
Chemical Services Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1967/003338/06)
Share code: CHE ISIN No.ZAE000009908 |
AECI LIMITED
Incorporated in the Republic of South Africa
(Registration No. 1924/002590/06)
Share code: AFE ISIN No. ZAE000000220 |
Implementation of the scheme of arrangement in terms of section 311 of the Companies Act (Act 61 of 1973), as amended, between Chemserve and its shareholders, other than AECI ("the scheme")
Further to the announcement of 24 November 2003, shareholders are hereby advised that on Tuesday, 2 December 2003, the High Court of South Africa (Witwatersrand Local Division) duly sanctioned the scheme and the Court Order sanctioning the scheme has been registered by the Registrar of Companies.
As all conditions precedent to the scheme have been fulfilled, the scheme is now unconditional and will become operative on Monday, 15 December 2003.
Settlement of scheme consideration
Holders of dematerialised shares in Chemserve
Shareholders owning shares in Chemserve in dematerialised form need take no further action in regard to receiving the scheme consideration due to them. Such shareholders will have their accounts held at their Central Securities Depository Participant or broker credited and updated with the scheme consideration comprising AECI shares and cash ("scheme consideration") on Monday, 15 December 2003.
Holders of certificated shares in Chemserve
Shareholders holding certificated shares in Chemserve are required to surrender their share certificates or other documents of title to Chemserve shares to Computershare Limited ("transfer secreraties"), Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2017) in order to claim the scheme consideration. For this purpose, a form of surrender is contained in the scheme document, which was posted to shareholders on 29 October 2003. A further copy of the surrender form accompanied by this announcement will be posted to all certificated Chemserve shareholders on Thursday, 4 December 2003.
Shareholders who have already surrendered, or who lodge their documents of title with the transfer secretaries on or prior to Friday, 12 December 2003, will have the scheme consideration posted to them on Monday, 15 December 2003, unless an election has otherise been made. Shareholders who surrender their documents of title to the transfer secretaries after Friday, 12 December 2003 will have the scheme consideration posted to them within five business days of receipt thereof by the transfer secretaries.
Suspension and termination of the listing of the shares of Chemserve on the JSE Securities Exchange South Africa ("the JSE") and listing of new AECI shares on the JSE
Shareholders are reminded that the listing:
- of Chemserve"s shares on the JSE will be suspended with effect from the commencement of trading on the JSE on Monday, 8 December 2003;
- of Chemserve"s shares on the JSE will be terminated with effect from the commencement of trading on the JSE on Wednesday, 17 December 2003;
- of the new AECI shares comprising the share element of the scheme consideration will commence with effect from the commencement of trading on the JSE on Monday, 8 December 2003.
Johannesburg
3 December 2003
Corporate Advisor and Sponsor to Chemserv
PricewaterhouseCoopers Corporate Finance (Pty ) Limited
Independent Law advisors to Chemserv
Tabacks
Independent advisor
Rand Merchant Bank
Reporting accountants
PricewaterhouseCoopers Inc
Financial advisor and sponsor to AECI
JP Morgan
Independent legal advisor to AECI
Webber Wentzel Bowens
Date: 03/12/2003 08:39:33 Produced by the JSE SENS Department.
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