| Thu 13 Dec 2007, 17:00 | | SMR - Samrand - Mandatory offer to minority shareholders of Samrand |
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SMR
SMR
SMR - Samrand - Mandatory offer to minority shareholders of Samrand
SAMRAND DEVELOPMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1971/003132/06))
Share code: SMR ISIN: ZAE000010419
("Samrand" or "the Company")
MANDATORY OFFER TO MINORITY SHAREHOLDERS OF SAMRAND
Background
Shareholders are referred to the announcement dated 2 October 2007 wherein the
details of the acquisition of a majority shareholding in Samrand by Cavcon (Pty)
Limited ("Cavcon") was announced. As a result of the acquisition and in terms
of the Securities Regulation Panel ("SRP") Code and Rules of the SRP, Cavcon is
required to extend an offer to the remaining shareholders of Samrand ("the
minority shareholders") to acquire their shares at at least the same price at
which the majority shareholding was acquired.
Offer consideration
The offer being made exceeds the price at which Cavcon acquired the majority
shareholding. Samrand minority shareholders who accept the offer will receive
100 cents per ordinary share, which amount shall be paid within five business
days of receipt of their correctly completed form of acceptance and surrender.
Possible compulsory acquisition of Samrand shares
In the event that the offer is accepted by offer shareholders holding not less
than 90% of the offer shares, Cavcon may compulsorily acquire, in terms of
section 440K of the Act, those Samrand shares held by the offer shareholders who
have not, at the final closing date, accepted the offer. The terms of the
compulsory acquisition will be identical to those of the offer. An announcement
will be made on SENS and in the press and a notice will be posted to
shareholders in the event that the provisions of section 440K of the Act are
invoked.
Salient dates and times
2007
Circular posted to shareholders on Friday, 14 December
Opening of the offer (09:00) Friday, 14 December
2008
Last day to trade Friday, 11 January
Shares trade "ex" offer Monday, 14 January
Record date at close of business Friday, 18 January
Closing date of the offer (12:00) Friday, 18 January
Results of the offer to be released
on SENS Monday, 22 January
Results of the offer to be published
in the press Tuesday, 23 January
CSDP or broker accounts to be updated
and credited Within five
business days of
the receipt by TSP of
valid acceptances of
the offer
Cheques to be posted to certificated
shareholders who have accepted the
offer and submitted their documents
of title before the closing date Within five
business days of
receipt of valid
acceptances of the offer
Note: These dates and times are subject to change. Any such change will be
announced on SENS and published in the press. Shares may not be dematerialised
or rematerialised from Monday, 14 January 2008 until Friday 18 January 2008,
both days inclusive.
Opinions and recommendations
The board of directors of Samrand appointed Horwath Leveton Boner as the
independent expert to advise on whether the terms and conditions of the offer
are fair and reasonable to the minority shareholders of Samrand. They have
confirmed that it is both fair and reasonable. Their report is included in the
circular to shareholders posted today.
SRP Confirmation
The SRP has been given appropriate confirmation that Cavcon has sufficient cash
and/or facilities available to meet its commitments in terms of the offer to
minorities.
GERMISTON
13 December 2007
Corporate Advisor
Manhattan Equity Corporate Finance (Pty) Limited
Sponsor
Arcay Moela Sponsors (Pty) Limited
Date: 13/12/2007 17:00:01 Produced by the JSE SENS Department.
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