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GMB
GMB
GMB - Glenrand M I B - Acquisition of the entire 45% minority shareholding in
Glenrand M I B border-Kei (Proprietary) Limited
GLENRAND M I B LIMITED
(Incorporated in the Republic of South Africa)
Licensed Financial Services Provider
(Registration number 1997/008001/06)
Share code : GMB & ISIN : ZAE000078010
("the company" or "Glenrand M I B" or "the group")
ACQUISITION OF THE ENTIRE 45% MINORITY SHAREHOLDING IN GLENRAND M I B BORDER-
KEI (PROPRIETARY) LIMITED
1. Introduction
Shareholders are advised that Glenrand M I B has entered into a Sale of
Shares Agreement dated 26 October 2007 with New Heights 368
(Proprietary) Limited ("New Heights"), to purchase New Heights` entire
45% shareholding and claims in Glenrand M I B Border-Kei (Proprietary)
Limited ("Border-Kei") ("the acquisition"), with immediate effect.
2. Nature of business
Border-Kei is an authorised financial services provider operating as a
general insurance broker in East London for commercial entities only.
3. Rationale for the acquisition
Glenrand M I B currently holds 55% of the ordinary shares in issue in
Border-Kei. New Heights have indicated their intention to exit their
entire investment in Border-Kei and Glenrand M I B has a pre-emptive
right to this shareholding in terms of the shareholders` agreement
concluded between these parties.
4. Consideration
The consideration for the acquisition is R1 511 278, payable immediately
and to be financed through Glenrand M I B`s internally generated cash
resources.
5. Fairness opinion
As Glenrand M I B is transacting with a material shareholder of Border-
Kei, an existing subsidiary, the acquisition is considered a small
related party transaction in terms of the JSE Limited ("JSE") Listings
Requirements. Glenrand M I B have therefore appointed an independent
expert, Mazars Moores Rowland Corporate Finance (Proprietary) Limited
("Mazars Moores Rowland"), to review the terms of the acquisition.
Mazars Moores Rowland have reviewed the terms of the acquisition and are
of the opinion that these terms are fair to Glenrand M I B shareholders.
Mazars Moores Rowland has expressed this opinion in writing. Such opinion
has been provided to the JSE Issuer Services Division in accordance with
paragraph 10.7(b) of the JSE Listings Requirements and is available for
inspection at the company`s registered office for a period of 28 days
after the date of this announcement.
6. Financial effects of the acquisition
The financial effects of the acquisition on Glenrand M I B`s earnings per
share, headline earnings per share, net asset value per share and net
tangible asset value per share have not been disclosed as the effects are
not significant.
7. Suspensive conditions
All suspensive conditions relating to the acquisition have been
fulfilled.
Randburg
26 November 2007
Investment bank and sponsor
Nedbank Capital
Attorneys to Glenrand M I B
Deneys Reitz
Independent expert
Mazars Moores Rowland
Date: 26/11/2007 12:22:26 Produced by the JSE SENS Department.
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