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TWP
TWP
TWP - TWP Holdings Limited - Disposal by TWP Holdings of its Eurasian subsidiary
TWP Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/025640/06)
(ISIN Number: ZAE000110763 Share Code: TWP)
("TWP Holdings")
Disposal by TWP Holdings of its Eurasian subsidiary
Introduction
Shareholders are advised that TWP Holdings and its wholly-owned subsidiary TWP
Finance (Proprietary) Limited ("TWP Finance") have entered into two separate
agreements ("the agreements") to dispose of TWP Finance`s 51% interest and loan
account in SA Turkey Business & Investment Development Co (Proprietary) Limited
("SAT") and effectively TWP Holdings` 100% interest and loan account in TWP
Eurasia Investments Muhendislik Madencilik Ve Danismanlik Ticaret Limited
Sirketi ("TWPEI") to SAT and The HRM Trust respectively ("the purchasers") ("the
disposal").
The effective date of the disposal is 1 March 2008.
Nature of business
TWP Holdings provides a full range of innovative engineering and project
management solutions to the mining and mineral industries. SAT and TWPEI are
focused on servicing this market in Turkey and the surrounding countries of
central Asia.
Rationale for the disposal
The disposal of TWP Finance`s interest in SAT and TWPEI has resulted from the
need for the management of these companies to be more fully involved in the
operations. The TWP Group will continue to support both these entities in future
on a commercial basis.
Consideration
The total consideration for the disposal is R8.44 million, which is payable by
the purchasers in cash to TWP Holdings and TWP Finance on 1 August 2008.
Financial effects
The financial effects of the disposal on TWP Holdings` earnings per share,
headline earnings per share, net asset value per share and tangible net asset
value per share for the year ended 29 February 2008 are not material and have,
therefore, not been disclosed.
Suspensive conditions
In terms of the agreements, the suspensive conditions are that South African
Reserve Bank approval is obtained for the disposal.
Small related party transaction
As Mr A M Clegg, a beneficiary and trustee of The HRM Trust, is also a director
of both SAT and TWPEI, the disposal is classified as a "small related party
transaction" in terms of the JSE Limited`s Listings Requirements.
TWP Holdings has therefore appointed PricewaterhouseCoopers Corporate Finance
(Proprietary) Limited (subject to approval by the JSE Issuer Services Division)
as an independent expert to review the terms and conditions of the disposal to
ensure that they are fair to TWP Holdings shareholders. Shareholders will be
informed in due course of the outcome of this review.
Johannesburg
8 August 2008
Investment Bank and Sponsor
Sponsor
Nedbank Capital
Date: 08/08/2008 12:00:02 Produced by the JSE SENS Department.
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