| Tue 26 Jun 2007, 12:32 | | BRC - Brandcorp - Increased scheme consideration |
|
BRC
BRC
BRC - Brandcorp - Increased scheme consideration, proposed salient dates and
withdrawal of cautionary
BRANDCORP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1992/006647/06)
Share code: BRC ISIN number: ZAE000013611
("Brandcorp")
INCREASED SCHEME CONSIDERATION, PROPOSED SALIENT DATES AND WITHDRAWAL OF
CAUTIONARY
INCREASED SCHEME CONSIDERATION
Shareholders are referred to the announcement published by Brandcorp on 21 May
2007 ("the firm intention announcement") in which shareholders were advised that
Main Street 565 (Proprietary) Limited ("the proposer") had submitted to the
board of directors of Brandcorp ("the board") a firm intention to make an offer
("the offer") to acquire all of the issued ordinary shares in Brandcorp (other
than the treasury shares held Interbrand (Proprietary) Limited and any shares
held by the proposer to the extent that it holds Brandcorp shares) (the "scheme
shares") for a cash consideration of 1700 cents per scheme share ("the previous
scheme consideration").
Shareholders are advised that on 25 June 2007 the proposer submitted to the
board an amended firm intention letter in terms of which the proposer has agreed
to increase the cash consideration payable per scheme share from 1700 cents to
1740 cents ("the increased scheme consideration"). Other than in respect of the
increased scheme consideration, the terms and conditions of the offer, details
of which are set out in the firm intention announcement (and which will be
contained in the scheme circular to be posted to Brandcorp shareholders on or
about 4 July 2007) remain unchanged.
FUNDING AND CASH CONFIRMATION
Ethos will underwrite all the funding required to settle the increased scheme
consideration (which in aggregate amounts to R1 363 285 772) and has provided
the SRP with the necessary supplementary cash confirmation letter (in terms of
Rule 2.3.2(b) and Rule 21.7 of the SRP Code on Takeovers and Mergers) in respect
of the increased scheme consideration.
MARKET AND FINANCIAL INFORMATION
Information regarding the price at which Brandcorp shares traded immediately
prior to the publication of Brandcorp`s cautionary announcement, the firm
intention announcement and this announcement in relation to the increased scheme
consideration is set out in the table below.
Before the Offer Premium (%)
scheme (cents) consideration
(cents)
Market price on 24 April 1 401(1) 1740 24%
2007
30-day VWAP to 24 April 1 308(2) 33%
2007 1740
Market price on 18 May 2007 1 611(3) 8%
1740
30-day VWAP to 18 May 2007 1 443(4) 21%
1740
Market price on 22 June 1 651 (5) 5%
2007 1740
30-day VWAP to 22 June 2007 1 632 (6) 7%
1740
Notes:
1. Closing price of Brandcorp shares on the JSE on 24 April 2007, being the
last trading day prior to publication of the cautionary announcement.
2. The volume weighted average price ("VWAP") at which Brandcorp shares traded
on the JSE for the 30 trading days up to and including 24 April 2007.
3. Closing price of Brandcorp shares on the JSE on 18 May 2007, being the last
trading day prior to publication of the firm intention to make an offer.
4. The VWAP at which Brandcorp shares traded on the JSE for the 30 trading
days up to and including 18 May 2007.
5. Closing price of Brandcorp shares on the JSE on 22 June 2007, being the
last trading day prior to publication of this announcement relating to the
increased scheme consideration.
6. The VWAP at which Brandcorp shares traded on the JSE for the 30 trading
days up to and including 22 June 2007.
IMPORTANT DATES AND TIMES
2007
Court grants application to convene the scheme meeting
on Tuesday, 3 July
Post scheme circular Wednesday, 4 July
Last day to trade in Brandcorp shares in order to be
recorded in the register to vote at the scheme meeting
(see note 2 below) on Wednesday, 18 July
Voting record date to vote at the scheme meeting by Wednesday, 25 July
close of trading on
Last day for receipt of proxies for the scheme meeting Thursday, 26 July
by 10h00 (see note 3 below) on
Scheme meeting to be held at 10h00 on Monday, 30 July
Publication of results of scheme meeting on SENS on Monday, 30 July
Receive approval from Competition Authorities (see
note 5 below) on Monday, 30 July
Publication of results of scheme meeting in the press
on Tuesday, 31 July
Court hearing to sanction the scheme (hereinafter
referred to as "the return date") on Tuesday, 7 August
Results of scheme published on SENS on Tuesday, 7 August
Register order with Registrar on Wednesday, 8 August
Results of scheme published in the press on Wednesday, 8 August
If the scheme is sanctioned and becomes effective
Final date Wednesday, 8 August
Last day to trade in order to participate in the
scheme consideration (see note 6 below) Friday, 10 August
Suspension of listing of Brandcorp shares at
commencement of trading on Monday, 13 August
Scheme consideration record date, being the date on Friday, 17 August
which scheme participants must be recorded in the
register to receive the scheme consideration, by close
of trading on
Operative date of the scheme at the commencement of
trading on Monday, 20 August
Scheme consideration posted to certificated scheme
participants (if documents of title are received on or
prior to 12:00 on the scheme consideration record
date) on or about
Monday, 20 August
Dematerialised scheme participants` accounts (held at
their CSDP or broker) updated on or about
Monday, 20 August
Termination of listing of Brandcorp shares at the
commencement of trading on or about
Tuesday, 4 September
Notes:
1. All dated and times may be changed by mutual agreement between Brandcorp
and the proposer and/or may be subject to certain regulatory and court
approvals. Any change will be published in the press and on SENS.
2. Brandcorp shareholders should note that as transactions in shares are
settled in the electronic settlement system used by STRATE, settlement of
trades takes place five business days after such trade. Therefore persons
who acquire Brandcorp shares after Wednesday, 18 July 2007 will not be
eligible to vote at the scheme meeting, but will, provided the scheme is
approved and they acquire the Brandcorp shares prior to Friday, 10 August
2007, participate in the scheme consideration.
3. If a form of proxy is not received by the time and date shown above, it may
be handed to the chairman of the scheme meeting not later than 10 minutes
before the scheme meeting is due to commence or recommence.
4. All times given in this circular are local times in South Africa.
5. To the extent that approval from the Competition Authorities is not
obtained on or before the return date and should the scheme be sanctioned,
an announcement will be made on SENS and in the press advising scheme
participants of the final date and the scheme consideration record date and
the expected operative date.
6. Brandcorp share certificates may not be dematerialised after Friday, 10
August 2007.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
In light of the aforegoing, Brandcorp shareholders are advised that caution is
no longer required to be exercised by them when dealing in Brandcorp shares.
Rosebank
26 June 2007
Independent advisor, corporate law advisors
and sponsor to Brandcorp
Java Capital (Proprietary) Limited
Corporate advisor to the proposer
Hyde Park Capital
Attorneys and tax advisor to the proposer
Webber Wentzel Bowens
Attorneys to Brandcorp and attorneys to the scheme
Fluxmans Incorporated
Date: 26/06/2007 12:32:00 Produced by the JSE SENS Department.
