Statement re Chemical Services Limited
September 04 2003 - 11:00AM
UK Regulatory
AECI Limited
(Incorporated in the Republic of South
Africa)
(Registration number 1924/002590/06)
ISIN: ZAE000000220 Code: AFE
("AECI" or "the Company")
CAUTIONARY ANNOUNCEMENT REGARDING A POTENTIAL OFFER TO BE MADE BY AECI TO
ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF CHEMICAL SERVICES LIMITED
1. INTRODUCTION
Shareholders in AECI ("Shareholders") are advised that AECI has approached the
board of directors of Chemical Services Limited ("Chemserve") in connection
with a potential offer to be made by AECI in terms of which it will acquire the
entire issued share capital of Chemserve which it does not already own (the
"Potential Offer"). AECI currently holds 74% of the issued share capital of
Chemserve. It is intended that the Potential Offer will be implemented by way
of a scheme of arrangement (the "scheme") to be proposed by AECI between
Chemserve and its shareholders in terms of section 311 of the Companies Act,
(Act 61 of 1973) as amended (the "Act"), or if the scheme fails as a result of
the non-fulfilment of the conditions precedent to which it is subject, by way
of a general offer in terms of section 440K of the Act.
2. PROPOSED TERMS OF THE POTENTIAL OFFER
1. The consideration
In terms of the Potential Offer, AECI is proposing, subject to the fulfilment
of the conditions precedent reflected in paragraph 2.2, a consideration
equivalent to 95 ordinary shares in AECI ("AECI shares") for every 100 ordinary
shares held in Chemserve. This consideration will be in the form of:
* 60 new AECI shares; plus
* R 885.15 in cash, (equivalent to 35 AECI shares valued at the volume
weighted average price for the 27 day trading period prior to 4 September).
.
1. Conditions precedent
The Potential Offer, if made in terms of the scheme, will be subject, inter
alia, to the fulfilment or where appropriate, waiver, of the following
conditions precedent:
1. the approval, to the extent necessary, of any regulatory authorities having
jurisdiction over AECI and Chemserve in respect of the Potential Offer,
including the Securities Regulation Panel ("SRP"), the JSE Securities
Exchange, South Africa ("JSE") and the Exchange Control Division of the
South African Reserve Bank;
2. the JSE granting a listing of the new AECI shares to be issued as part
consideration for the Potential Offer;
3. the High Court of South Africa granting an order convening a meeting (the
"scheme meeting") of shareholders of Chemserve at which such shareholders,
excluding AECI ("scheme members") will consider and vote on the scheme;
4. the scheme being approved at the scheme meeting by a majority representing
not less than three fourths (75%) of the votes exerciseable by the scheme
members present and voting either in person or by proxy at the scheme
meeting;
5. the High Court sanctioning the scheme; and
6. a certified copy of the Order of Court sanctioning the scheme having been
lodged with and registered by, the Registrar of Companies.
4. CAUTIONARY AND FURTHER ANNOUNCEMENTS
Shareholders are advised to exercise caution when dealing in the Company's
shares until such time as a full announcement is made.
Sandton
4 September 2003
Financial adviser and sponsoring broker to AECI
JPMorgan
END