| Thu 19 Jun 2008, 13:18 | | WBO - Wilson Bayly Holmes Ovcon Limited - Restructure of ownership in Capital |
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WBO
WBO
WBO - Wilson Bayly Holmes Ovcon Limited - Restructure of ownership in Capital
Africa Steel (Proprietary) Limited ("CAS") (`The CAS restructure")
WILSON BAYLY HOLMES OVCON LIMITED
Building and civil engineering contractors
(Registration no. 1982/011014/06)
ISIN No: ZAE000009932 Share code : WBO("WBHO")
Restructure of ownership in Capital Africa Steel (Proprietary) Limited ("CAS")
(`The CAS restructure")
1 The CAS restructure
As announced in WBHO`s interim financial results for the 6 months ended 31
December 2007, published on 25 February 2008, WBHO has merged their steel
interests with those of certain investment funds managed by Brait South Africa
Limited ("Brait") and Caracal (Pty) Limited ("Caracal") which resulted in CAS`
capital being restructured. The consequence of this transaction is that with
effect from 1 January 2008, WBHO`s stake in the equity of CAS reduced from 100%
to 50%, with the Brait interests holding 40% and Caracal 10%.
2 Rationale
CAS intends to expand its interests in the steel industry, particularly products
used in the construction industry as well as other construction related
products. The CAS restructure involved CAS acquiring Symo Corporation, a long
established steel engineering business operating from premises in Elandsfontein
as well as a 60% interest in Steel Mecca, a steel trading company in Rustenburg.
3 Financial effects of the transaction
The CAS restructure transaction is not expected to have a material effect on
WBHO`s earnings, headline earnings or net asset value per share
4 Related party transaction and the fairness opinion
The shares in Caracal at the time of the CAS restructure were equally held by
the family trusts of Mr McCulloch and Mr Di Nicola. WBHO shareholders are
advised that in terms of the Listings Requirements of the JSE Limited ("the
JSE"), as Mr McCulloch is a non- executive director of WBHO and an executive
director of CAS and Mr Di Nicola is an executive director of CAS, they are both
deemed to be related parties to WBHO and their involvement in the CAS
restructure is deemed to be a "small related party transaction" ("the related
party transaction").
Accordingly, as required in terms of section 10.7 of the Listings Requirements
of the JSE, on 4 June 2008 Investec Bank Limited delivered to the JSE an opinion
to the effect that, as of the date of the opinion and based upon and subject to
the factors and assumptions detailed in its letter, the terms and conditions of
the related party transactions are fair to the WBHO shareholders.
Investment Bank
Sponsor
Sandton
19 June 2008
Date: 19/06/2008 13:18:01 Produced by the JSE SENS Department.
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