Fulfilment of conditions precedent relating to the ABI scheme of arrangement
1 December 2004
(Incorporated in England and Wales)
(Registration number 3528416)
Share code: SAB
|Amalgamated Beverage Industries Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/006820/06)
Share code: ABI
ISIN: ZAE 000000048
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia or Japan
ABI shareholders are advised that the last of the outstanding conditions precedent, being the registration by the Registrar of Companies of the Order of Court sanctioning the scheme of arrangement proposed by Other Beverage Interests (Proprietary) Limited, an indirect wholly owned subsidiary of SABMiller, between ABI and its shareholders (other than ABI Holding Company (Proprietary) Limited), in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the scheme"), has been met and the scheme is now unconditional.
The salient dates as set out in the announcement dated 14 October 2004 will remain unchanged. ABI shareholders are reminded that the expected last day to trade in ABI shares on the JSE Securities Exchange South Africa will be Friday, 3 December 2004 and the expected operative date for the scheme will be Monday, 13 December 2004.
1 December 2004
Investment bank to OBI and SABMiller
Nedbank Capital, a division of Nedbank Limited
Sponsor to SABMiller and ABI
Cazenove ( South Africa ) (Proprietary) Limited
Attorneys to OBI and SABMiller
Werksmans Inc. Barkers Inc.
Tax advisers to OBI and SABMiller
Webber Wentzel Bowens
Investment bank and independent adviser to ABI
Attorneys to ABI
Routledge Modise Moss Morris
Reporting accountants and auditors to ABI
Ernst & Young
This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to purchase or subscribe for, any shares or other securities or a solicitation of any vote or approval in any jurisdiction in which such offer or solicitation would be unlawful.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.