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Anbeeco Investment Holdings Limited -
ANBEECO INVESTMENT HOLDINGS LIMITED
(Registration number 1984/002788/06)
Share Code : AEC ISIN : ZAE000000162
("Anbeeco")
CONDITIONAL AGREEMENT AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Conditional agreement
Anbeeco has entered into a conditional agreement ("the agreement") with a
consortium led by Gary Itzikowitz and Ferdinand Heinrich Odendaal ("the
consortium") and certain Anbeeco major shareholders ("major shareholders")
in terms of which inter alia Anbeeco will convene a general meeting of its
shareholders inter alia to
1.1. consider resolutions approving
1.1.1. the acquisition by Anbeeco of properties, property management
businesses and derivative property instruments (together "property
investments");
1.1.2. the entering into of a management agreement ("the management
agreement") with a management company ("Manco") the entire issued
share capital of which is beneficially owned by members of the
consortium to manage the property investments;
1.2. consolidate Anbeeco"s authorised and issued share capital in the ratio of
12,5:1 (or such other ratio required by the consortium) so that every 12,5
existing shares of one cent each will be consolidated into one share of
12,5 cents;
1.3. increase Anbeeco"s authorised share capital and create debentures;
1.4. authorise the distribution of a portion of Anbeeco"s share premium account
to Anbeeco shareholders pro rata to their shareholdings on the basis that
the amounts so distributed will be compulsorily used by Anbeeco
shareholders to subscribe for Anbeeco debentures. The amount which will be
distributed to Anbeeco shareholders will, depending on the actual ratio
referred to above, be R2,78 for each consolidated Anbeeco share. The
subscription price for such debentures will be the same as the issue price
at which linked units are issued for cash as referred to below.
1.5. provide for the linking of Anbeeco shares and debentures ("linked units");
1.6 issue linked units for cash to raise not less than R10 000 000;
2. Undertakings to vote and transfer of listing
The major shareholders who together hold approximately 60% of the issued
share capital of Anbeeco have undertaken to vote in favour of the relevant
resolutions. If the agreement becomes unconditional application will be
made to the JSE Securities Exchange South Africa ("the JSE") to transfer
Anbeeco"s listing to the "Real Estate" sector of the JSE list.
3. Suspensive conditions
The agreement is subject to the fulfilment of inter alia the suspensive
conditions that on or before
3.1. 15 June 2003 the management agreement is entered into and all suspensive
conditions to which the management agreement is subject are fulfilled or
waived;
3.2. 31 August 2003
3.2.1. the consortium enters into acquisition agreements for the acquisition
of various property investments having an aggregate value of not less
than R200 000 000 and all suspensive conditions to which the
acquisition agreements are subject are fulfilled or waived;
3.2.2. the JSE grants the necessary approvals.
4. Odd-lot offer
Anbeeco will propose an oddlot offer the purpose of which will be to avoid
Anbeeco shareholders acquiring fractional entitlements to Anbeeco linked
units.
5. Change of year end
In order to accommodate the transactions contemplated by the agreement the
directors have resolved to change the year end of Anbeeco from 31 July to
31 January. Accordingly, the current financial period will be the eighteen
month period to 31 January 2004. Anbeeco will nevertheless publish results
for the twelve month period ending 31 July 2003.
6. Further cautionary announcement
A further announcement will be published notifying shareholders as to
whether or not the conditions are fulfilled. If the agreement becomes
unconditional a general meeting of shareholders will be called to consider
the resolutions necessary to approve and implement the transactions.
Shareholders are advised to exercise caution in their dealings in Anbeeco
shares pending a further announcement.
Johannesburg
6 June 2003
Attorneys to Anbeeco, the consortium Corporate Advisor to
the
and the major shareholders Sponsor consortium
Werksmans Incorporated Werksmans Sponsors Corporate & Merchant
Advisors
(Registration number 1990/005857/21) (Proprietary) Limited Limited
(Registration number
2000/005164/07)
Date: 06/06/2003 05:02:07 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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