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SKY
SKY
SKY - Sea Kay Holdings Limited - Further information relating to the Acquisiton
by Sea Kay of a 60% shareholding in Coveway Trade & Invest 28 (Proprietary)
Limited ("The Lonerock Acquisition")
SEA KAY HOLDINGS LIMITED
(formerly Pilvest CO 1 (Proprietary) Limited)
(Registration number 2006/004967/06)
(Incorporated in the Republic of South Africa)
JSE code: SKY
ISIN: ZAE000102380
("Sea Kay")
FURTHER INFORMATION RELATING TO THE ACQUISITON BY SEA KAY OF A 60% SHAREHOLDING
IN COVEWAY TRADE & INVEST 28 (PROPRIETARY) LIMITED ("THE LONEROCK ACQUISITION")
1. INTRODUCTION
Shareholders are referred to the announcement, dated 7 December 2007,
relating to the Lonerock acquisition and are advised of certain changes to
the terms.
1.1 CHANGE IN EFFECTIVE DATE
The effective date is 1 May 2008.
1.2 AMENDMENT TO THE SETTLEMENT OF THE PURCHASE CONSIDERATION
The settlement of the aggregate maximum purchase consideration of R104.4
million has been amended to provide the sellers with the option to receive
cash or Sea Kay shares in respect of part of the purchase price.
Accordingly, the settlement of the aggregate maximum purchase consideration
will be as follows:
- R83.5 million (representing 80% of the purchase price) as follows:
- R2 million - paid in cash on 15 May 2008 as a non-refundable
deposit;
- R54.5 - payable in cash on the closing date;
- R27 million - payable in cash of R10 million and the issue of 11
333 333 Sea Kay shares at R1.50 each.
- The remaining 20% (R20.9 million) will be adjusted downwards at the
rate of R8 for every R1 shortfall of the warranted profit after tax
for the year ended 30 April 2009 of R29.2 million (to a nil value), in
terms of which an audit certificate is required by 31 July 2009.
Interest will accrue at prime on the following amounts:
- R54.5 million from 1 May 2008 to date of payment;
- R27 million from the date specified for payment until the date of
payment.
2. CONDITIONS PRECEDENT
The conditions precedent have all been fulfilled.
3. RAISING OF FUNDS TO FINANCE THE LONEROCK ACQUISITION
Shareholders are advised that the necessary funds have been raised in order
to finance the entire purchase consideration of the Lonerock acquisition.
Johannesburg
18 July 2008
Sponsor
Vunani Corporate Finance
Date: 18/07/2008 10:09:02 Produced by the JSE SENS Department.
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