IAM`s Letter to Shrhldrs -Supplement to Explanatory Stmnt.
Fri 02 Feb 2001
Published: Fri 02 Feb 2001 00:00:00
Document No: 191159
Document part: A
Market Flag: N
IAMA LIMITED 2001-02-02 ASX-SIGNAL-G HOMEX - Perth +++++++++++++++++++++++++ As an IAMA Shareholder, you would have received, together with the notice of IAMA's Annual General Meeting to be held on 9 February 2001, an Explanatory Statement. That document provided IAMA Shareholders with information in relation to the proposed merger between IAMA Limited and Wesfarmers Dalgety Limited, to enable you to vote on the resolution approving the merger which is to be put to IAMA Shareholders at the Annual General Meeting. As part of the merger, Wesfarmers Limited is required to provide an "exit opportunity" to IAMA Shareholders, to allow you to exit your Shareholding at $1.65 per share. Last week Wesfarmers Limited's wholly owned subsidiary, Wesfarmers Agribusiness Limited lodged a Bidder's Statement for an off-market takeover of IAMA to provide that opportunity. IAMA Shareholders should note that the terms of the takeover bid announced by Wesfarmers Agribusiness on 25 January 2001 include the following: * the offer is for the whole and not part of your shareholding; * the offer is conditional upon completion of the merger between IAMA Limited and Wesfarmers Dalgety Limited (which is, in turn, subject to satisfaction of various conditions precedent including the passing of the resolution approving the merger at IAMA's Annual General Meeting on 9 February 2001); * Wesfarmers Agribusiness is entitled to all dividends and other distributions and entitlements declared paid or made by IAMA after the date of the Bidder's Statement in relation to IAMA Shares it acquires under the takeover offer; and * if you accept the offer by Wesfarmers Agribusiness for your IAMA Shares, a cheque for the cash amount to which you are entitled will be posted generally within 3 business days after the offer is accepted or, if the offer is conditional when accepted, within 3 business days after the takeover becomes unconditional. There is no need for you to do anything until you receive the Offer Document and Bidder's Statement from Wesfarmers which we understand will be sent within 3 days of the passing of the resolution approving the merger at the Annual General Meeting. In addition, IAMA Shareholders should note that section 4.2 "Interests of Directors" of the Explanatory Statement states that: "As at the date of this Statement, no IAMA Director has an interest in the passing of the Resolution, other than an interest in his capacity as an IAMA Shareholder or a security holder in Wesfarmers, or as an IAMA Director as disclosed above". This overlooked an arrangement with Selwyn Snell, IAMA's Managing Director and should be supplemented with the following information. Selwyn Snell, IAMA Limited's Managing Director, is entitled, under his service agreement with IAMA Limited, to a bonus of $300,000 on successful completion of a merger between IAMA Limited and Wesfarmers Dalgety Limited or any other party. He will also be entitled to termination benefits on leaving office. These arrangements were agreed between Mr Snell and IAMA Limited on 24th May 2000 before he joined the Company. IAMA Limited will provide you with its Target's Statement in response to the Wesfarmers Agribusiness Bidder's Statement in due course. In the meantime, the IAMA Directors recommend you read the Explanatory Statement and this supplement to it in their entirety. N Roberts CHAIRMAN 1