Iscor circular on LNM offer - ArcelorMittal South Africa

CONTENTS
The definitions on pages 8 to 11 of this <strong>circular</strong> have been used in the following table of contents:
Corporate information 3
Important dates and times 4
Salient features 5
Definitions 8
Circular to <strong>Iscor</strong> shareholders
1. Introduction 12
2. Background to the relationship between <strong>Iscor</strong> and LNM 12
2.1 Unbundling by <strong>Iscor</strong> of its mining and related interests 12
2.2 <strong>Iscor</strong>’s strategic equity partner 13
2.3 Information on LNM 13
2.4 <strong>Iscor</strong> shares acquired by and due to LNM in terms of the Business Assistance Agreement 13
3. The partial offer 14
3.1 Terms of the partial offer 14
3.2 Procedure for acceptance of the partial offer 15
3.3 Waiver of the mandatory offer to <strong>Iscor</strong> minority shareholders 15
3.4 The <strong>Iscor</strong> Management Share Trust 15
3.5 Conditions precedent to the partial offer 15
3.6 Partial offer inclusive of dividend rights 16
3.7 SRP opinion in respect of the partial offer 16
3.8 Consequences of the partial offer 17
4. <strong>Iscor</strong> Interim Results 17
5. Views of the <strong>Iscor</strong> board on the partial offer 17
5.1 LNM’s intentions in respect of <strong>Iscor</strong> and its directors 17
5.2 <strong>Iscor</strong>’s future prospects 18
5.3 Alternatives to the partial offer 18
5.4 Advantages and disadvantages of the partial offer 19
6. Opinion and recommendations of the <strong>Iscor</strong> board 19
6.1 The independent adviser’s opinion 19
6.2 The opinion of the <strong>Iscor</strong> board 19
6.3 Recommendations to the <strong>Iscor</strong> minority shareholders 20
7. <strong>Iscor</strong> and its directors’ interests and dealings 21
8. Directors’ service contracts 22
9. Special arrangements 23
10. Directors’ responsibility statement 23
11. General meeting 23
12. Documents available for inspection 24
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