| Wed 23 Jul 2008, 17:42 | | HCI/JNC - HCI/Johnnic - Announcement of the closing date of the offer, and the |
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HCI JNC
HCI JNC
HCI/JNC - HCI/Johnnic - Announcement of the closing date of the offer, and the
Invocation of Section 440k
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI ISIN: ZAE000003257)
("HCI")
JOHNNIC HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1889/000429/06)
(Share code: JNC ISIN: ZAE000024352)
("Johnnic")
ANNOUNCEMENT OF THE CLOSING DATE OF THE OFFER, AND THE INVOCATION OF SECTION
440K
Introduction
HCI and Johnnic shareholders are referred to the circular posted to Johnnic
shareholders on Monday 21 July 2008 (the "circular") which contains details of
the offer by HCI`s wholly owned subsidiary, Mercanto Investments (Proprietary)
Limited (the "offeror"), to all Johnnic shareholders to acquire all of their
Johnnic ordinary shares ("Johnnic shares") that HCI and its subsidiaries ("the
HCI Group") do not already own (the "offer").
Acceptances of the offer and invocation of section 440K
At the date of this announcement, Johnnic shareholders that held 51 418 051
Johnnic shares validly accepted the offer. This represents 93.7% of the total
Johnnic ordinary shares in issue, other than the shares the HCI Group do not
already own.
Accordingly, the offeror will exercise its entitlement to compulsorily acquire
the remaining Johnnic shares the HCI Group does not own or has not acquired in
terms of the offer ("the remaining Johnnic shares") in terms of section 440K of
the Companies Act, No. 61 of 1973, as amended ("the Companies Act"). The
Companies Act allows the offeror to compulsorily acquire the remaining Johnnic
shares once it has received acceptances by the holders of not less than nine-
tenths of the Johnnic shares other than those already held by the HCI Group in
terms of the offer.
Johnnic shareholders are referred to paragraphs 14 and 15 of the circular
wherein it was stated that, should the offeror become entitled to and elect to
invoke section 440K of the Companies Act, Johnnic shareholders who do not accept
the offer prior to the closing date as set out in paragraph 3 below, would only
be entitled to receive the cash consideration of R16.75 per Johnnic share.
A circular incorporating a notice in terms of section 440K(1) of the Companies
Act is expected to be posted to Johnnic shareholders in due course.
Closing date of the offer
HCI therefore wishes to give notice to Johnnic shareholders that its offer will
close at 12:00 on Friday, 15 August 2008.
The salient dates relating to the closing of the offer are set out in the table
below:
2008
Offer consideration settlement date in Monday, 28 July 2008
respect of firm acceptances of the
offer received before 12:00 on Friday,
25 July 2008
Offer consideration settlement date in Monday, 4 August 2008
respect of firm acceptances of the
offer received before 12:00 on Friday,
1 August 2008
Last day to trade in order for Johnnic Friday, 8 August
shareholders to participate in the
offer
Johnnic shares trade ex the right to Monday, 11 August
participate in the offer
Offer consideration settlement date in Monday, 11 August
respect of firm acceptances of the 2008
offer received before 12:00 on Friday,
8 August 2008
Record date on which Johnnic Friday, 15 August
shareholders must be recorded in the 2008
register in order to participate in the
offer
Closing date of the offer at 12:00 Friday, 15 August
2008
Offer consideration settlement date in Monday, 18 August
respect of firm acceptances of the 2008
offer received before 12:00 on Friday,
15 August 2008
The above dates and times are subject to amendment, subject to the prior written
approval from the SRP, at the discretion of HCI and/or Johnnic. Any such
amendment will be released on SENS and published in the South African press.
23 July 2008
Cape Town
Investment bank and sponsor to HCI and Johnnic
Investec Bank Limited
(Registration number 1969/004763/06)
Legal advisor to HCI
Edward Nathan & Sonnenbergs Inc.
(Registration number 2006/018200/21)
Legal advisor to Johnnic
Webber Wentzel
Date: 23/07/2008 17:42:02 Produced by the JSE SENS Department.
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