Set Point plans to delist

In addition to the delisting, the company will make a specific offer to all the shareholders of the company, excluding Sabvest Investments, which is the initiator of the proposals, to specifically repurchase all or any of their shares at a price of 90c per Set Point share.

No shareholder will be obliged to sell its shares provided that it specifically elects to remain a shareholder in the company after its listing is terminated.

A general meeting of shareholders will be convened to consider and approve the special and ordinary resolutions necessary in order to implement the proposals. Sabvest, as the initiator of the proposals, will not attend nor vote its 108 million shares at the general meeting and will not accept the specific offer.

Set Point said the market sentiment towards small capitalisation companies listed on the JSE is unfavourable and is not expected to improve. The board has considered the rationale for the continued listing of the company and believes that there are no material benefits for retaining the listing.

The company said the costs associated with a continued listing will be saved. More than 85% of the shares are held by only ten shareholders and less than 5% are held by institutional investors with the effect that trade in the shares is very illiquid. Trade in the shares has been mainly between the few larger shareholders and volumes have otherwise been minimal.

Set Point said the specific offer represents a unique liquidity event for shareholders to realise in cash their entire shareholding, with the volume of shares under offer being materially higher than normal trades in the past two financial years.

The specific offer will also provide the minorities with the opportunity to exit the company at a price that is a premium of 7.1% to the volume weighted average share price of 84c over the 30 traded days preceding the date of the publication of the cautionary announcement on November 9 2009 and a premium of 8.4% to the closing price of 83 cents on 15 January 2010 - the last trading day prior to the publication of this announcement.

Sabvest, as the initiator of the proposals, will not attend nor vote its shares at the general meeting and will not accept the specific offer. It will, however, sell up to 5 million shares before the specific offer closes if this becomes necessary to avoid acquiring control of the company.

In addition, each of Mineworkers Investment Company and The Haroon Habib Family Trust, Set Point's current black economic empowerment shareholders, has provided irrevocable undertakings that it will not accept the specific offer in relation to the shares held by it.

In terms of the specific offer, shareholders will be required to elect either to sell their shareholding to Set Point for the specific offer consideration, or retain their shareholding in the unlisted Set Point.

The proposals are subject to the passing by the requisite majority of Set Point shareholders at the general meeting of the resolutions required to implement the proposals and the provision of a cash confirmation by Set Point's bankers to the satisfaction of the SRP. It is also requires the unconditional approval of the JSE and the SRP to the implementation of the proposals.

The board has appointed KPMG Services as the independent expert to consider whether the offer, if made, is fair to the Set Point shareholders.

Set Point said nothing contained in this announcement constitutes an offer nor a firm intention to make an offer by any party, as contemplated under the Securities Regulation Code on takeovers and mergers, nor should it in any circumstances be construed as such. A further announcement will be made once the full terms and the salient dates of the proposals have been finalised.

Accordingly, shareholders are advised to continue to exercise caution when dealing in the company's securities until a further announcement is published.

- I-Net Bridge