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MTA
MTA
MTA - Metair Investments Limited - Proposed waiver of mandatory offer
METAIR INVESTMENTS LIMITED
Reg No. 1948/031013/06
Share code: MTA
ISIN code: ZAE000090692
(Incorporated in the Republic of South Africa)
("Metair")
Proposed waiver of mandatory offer by Coronation Capital Limited ("Corocap")and
Royal Bafokeng Holdings (Pty) Ltd ("RBH") to Metair shareholders: Opportunity to
make submissions
Metair shareholders are referred to the announcements released on SENS on 12
December 2006 and 6 February 2007 which informed shareholders that Corocap or
its nominee had acquired 1 956 962 shares (which is equivalent to 48 924 050
Metair shares post the 25 for 1 share split ("the share split")) and RBH had
acquired 606 581 Metair shares (which is equivalent to 15 164 525 post the share
split) from Wesco Investments Limited and Trusts and Companies associated with
Mrs Elisabeth Bradley. Shareholders are advised that Corocap and RBH wish to
embark on the following reorganisation of their shareholding:
* RBH or its nominee will acquire 3 791 150 Metair shares from Corocap at R10,55
per share;
* A special purpose trust controlled by RBH will be formed ("the SPT") that will
hold:
- 18 955 650 Metair shares that will be contributed by Corocap;
- 15 164 525 Metair shares that will be contributed by RBH;
- 3 791 150 Metair shares that RBH will acquire from Corocap("the structure").
The Securities Regulation Panel ("SRP") has ruled that should Corocap and RBH
implement the structure they will be concert parties in terms of the Securities
Regulation Code on Take-Overs and Mergers ("the Code"). As Corocap will hold
approximately 17% of Metair directly the combined interest of RBH and Corocap
will be above 35% and therefore a mandatory offer will be required to be
extended to the Metair remaining shareholders at R10,55 per share in terms of
the Code. Corocap and RBH have applied to the Executive Director of the SRP for
a ruling that Corocap and RBH be exempted from making a mandatory offer to the
remaining Metair shareholders on the following basis:
* Corocap and RBH are structuring the transaction through the SPT so as to
enhance the empowerment credentials of Metair;
* There is no other advantage to Corocap nor RBH of the SPT structure barring
the benefits of empowering Metair;
* The closing Metair share price as at 4 June 2007 of R15,80 represents a 50%
premium to the offer price of R10,55. The 30 day volume weighted average price
at 4 June 2007 was R15,06 (a 43% premium). The share last effectively traded
below R10,55 on 9 November 2006; and
* RBH will have voting control over the SPT.
Metair shareholders are invited to make written submissions as to why the SRP
should not consent to waive the requirement that Corocap and RBH extend a
mandatory offer to remaining shareholders so as to be received by the Executive
Director of the SRP by 12:00 on 13 June 2007. Submissions may be faxed to the
SRP on fax number +27 11 482-5635 or may be delivered by hand to the SRP at the
following address: 2 Sherborne Road, Parktown, 2193.
Shareholders will be advised of the outcome of the application.
This announcement will be posted to all Metair shareholders on 6 June 2007.
By order of the Board
Parktown
5 June 2007
SPONSOR
Ernst & Young Sponsors (Pty) Ltd
(Registration number 2000/031843/07)
ATTORNEYS
Hofmeyr
Date: 05/06/2007 16:36:22 Produced by the JSE SENS Department.
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