| Mon 4 Aug 2008, 15:26 | | HCI/JNC - HOSKEN/JOHNNIC - Compulsory acquisition of the remaining Johnnic |
|
HCI JNC
HCI JNC
HCI/JNC - HOSKEN/JOHNNIC - Compulsory acquisition of the remaining Johnnic
shares and the suspension of the listing of Johnnic from the JSE Limited
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")
COMPULSORY ACQUISITION OF THE REMAINING JOHNNIC SHARES AND THE SUSPENSION OF
THE LISTING OF JOHNNIC FROM THE JSE LIMITED
1. Compulsory acquisition and payment of consideration
HCI and Johnnic shareholders are referred to the announcement dated
Wednesday, 23 July 2008 pursuant to which announcement the closing date in
respect of the offer by Mercanto Investments (Proprietary) Limited, a wholly-
owned subsidiary of HCI ("Mercanto") to the shareholders of Johnnic (the
"offer") was made known (the "closing date") and to the circular posted on
Monday, 21 July 2008 which sets out the terms of the offer (the "offer
circular"). Johnnic shareholders are referred to the circular posted on 4
August 2008, which incorporates a notice by Mercanto in terms of section
440K of the Companies Act, No. 61 of 1973, as amended (the "Companies Act")
(the "440K circular").
Mercanto confirms that it will, in accordance with section 440K of the
Companies Act, compulsorily acquire those Johnnic ordinary shares ("Johnnic
shares") not already held by HCI and its subsidiaries and in respect of
which the offer is not accepted prior to the closing date (the "remaining
Johnnic shares") from the holders of such shares (the "remaining Johnnic
shareholders"), for the cash consideration of R16.75 per Johnnic share held
(the "cash consideration").
Johnnic shareholders who accept the offer prior to the closing date will
still have the option to elect either the cash consideration or the combined
share and partial cash consideration as set out in the offer circular.
Johnnic shareholders whose Johnnic shares will be compulsorily acquired are
referred to the 440K circular for details of settlement in respect of their
Johnnic shares.
2. Suspension of the listing of Johnnic on the JSE
The listing of Johnnic shares will be suspended on the JSE with effect from
the commencement of trade on the JSE Limited (the "JSE") on Tuesday, 5
August 2008.
The listing of Johnnic shares on the JSE will be terminated with effect from
the commencement of trade on the JSE on Thursday, 25 September 2008, unless
an application is made to the High Court of South Africa (the "Court") to
prevent the compulsory acquisition of the remaining Johnnic shares and the
Court orders that Mercanto shall not be entitled to invoke the compulsory
acquisition of the remaining Johnnic shares or the Court imposes conditions
or terms which are different from those in the offer circular read together
with the 440K circular.
3. Salient dates and times
The salient dates and times relating to the implementation of section 440K
of the Companies Act by Mercanto are set out in the table below:
2008
Notice given in terms of section 440K(1) of Monday, 4 August
the Companies Act on
Listing of Johnnic shares suspended on the Tuesday, 5 August
JSE with effect from the commencement of
trade on
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 offer
received before 12:00 on Friday, 8 August
2008
Record date on which Johnnic shareholders Friday, 15 August
must be recorded in the register in order to
participate in the offer
Closing date of the offer at 12:00 on Friday, 15 August
Offer consideration settlement date in Monday, 18 August
respect of firm acceptances of the offer
received before 12:00 on Friday, 15 August
2008
Last day to apply to the Court in terms of Monday, 15 September
section 440K(1) of the Companies Act
Compulsory acquisition of the Johnnic shares Tuesday, 16 September
held by the remaining Johnnic shareholders
who have not accepted the offer contained in
the offer circular becomes effective at the
commencement of business on
Date of payment of the cash consideration Within seven calendar days of
to: the later of the expiry of the
(i) Johnnic in respect of Johnnic notice or the dismissal of any
certificated shareholders; and application to the Court made in
(ii) dematerialised Johnnic shareholders` terms of section 440K(1) of the
accounts Companies Act (or if not a
who have not accepted the offer contained business day, the next business
in the offer circular day)
Termination of the listing of Johnnic shares
on the JSE from the commencement of trade on Thursday, 25 September
*
The above dates and times are subject to amendment, subject to prior written
approval from the SRP being obtained, at the discretion of HCI and/or
Johnnic. Any such amendment will be released on SENS and published in the
South African press.
* The date of the termination of the listing of Johnnic shares on the JSE in
the 440K circular is Wednesday, 24 September 2008, however since this is not
a business day, the termination date will be Thursday, 25 September 2008.
4 August 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: 04/08/2008 15:26:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
