| Mon 10 Nov 2008, 11:20 | | ABK - African Brick - Announcement Of A Firm Intention By Yakani Infraco To |
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ABK
ABK
ABK - African Brick - Announcement Of A Firm Intention By Yakani Infraco To
Make A Conditional Cash Offer To Acquire 51% Of The Issued Shares In African
Brick And Withdrawal Of Cautionary Announcements
AFRICAN BRICK CENTRE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/006214/06)
JSE Share code: ABK ISIN: ZAE000105169
("African Brick" or "the Company")
YAKANI INFRACO (PTY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/043429/07)
("Yakani Infraco")
ANNOUNCEMENT OF A FIRM INTENTION BY YAKANI INFRACO TO MAKE A CONDITIONAL
CASH OFFER TO ACQUIRE 51% OF THE ISSUED SHARES IN AFRICAN BRICK AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS
1. INTRODUCTION
1.1 Further to the cautionary announcements of 13 August 2008 and 25
September
2008, the board of African Brick is pleased to announce that the Company has
received a firm intention to make an offer ("the offer") from Yakani Infraco
to
acquire 51% of the entire issued share capital of the company at 28 cents
per
share, being an amount of approximately R44.6 million. The offer price is
equal
to the 30 day volume weighted average price per African Brick share on 12
August 2008, the day before the first cautionary announcement and represents
a
premium of 40% to the 30 day volume weighted average price per African Brick
share prior to the date of this announcement.
1.2 Shareholders of African Brick will be offered to sell, at their
election,
up to 100% of their shareholding in African Brick to Yakani Infraco.
1.3 Shareholders comprising the Beno van Graan Family, the Bernard Reyneke
Family Trust and the P J Gouws Family Trust, who hold approximately 56.6% of
of African Brick, have undertaken not to accept the offer but have given an
irrevocable commitment to sell to Yakani Infraco, at 28 cents per
share, such number of shares that may be required to vest 51% of the issued
share capital of African Brick in Yakani Infraco, upon the closing of the
offer.
1.4 Yakani Infraco currently holds 3,521,764 shares, equivalent to 1.1% of
the issued share capital, in African Brick.
2. BACKGROUND TO YAKANI INFRACO AND RATIONALE FOR OFFER
Yakani Infraco is a wholly-owned subsidiary of Yakani Group (Pty) Limited
("Yakani Group"), which is a Black Economic Empowerment specialised
investment
house operating in Southern Africa. The business was founded in 1996 by
Co-Chairmen Gilbert Phalafala and Sizwe Tati and spans investments in the
resources, construction, property and industrial sectors. Yakani Group`s
interests in the construction sector are held through Yakani Infraco.
Yakani Infraco aims to establish an integrated infrastructure offering,
covering several key synergistic areas and already has interests in bricks,
roof tiles, roof trusses and foundation material.
The acquisition of a 51% interest in African Brick is a further building
block
in realising Yakani Infraco`s strategy and will further enable it to
leverage
its broad networks and relationships in infrastructural spending.
African Brick will become Black owned and stands to benefit from the
direction
and association it will receive from the Yakani Group.
It is the intention of Yakani Infraco to retain the AltX listing of African
Brick on the JSE Limited ("the JSE").
3. TERMS OF THE OFFER
3.1 Yakani Infraco will offer to acquire 51% of the issued share capital of
African Brick at 28 cents per share, i.e. a total amount of approximately
R44.6
million.
3.2 African Brick shareholders, at their election, will be entitled to
accept
the offer in respect of up to 100% of their shareholding which will be
settled in cash.
3.3 Shareholders comprising the Beno van Graan Family Trust, the Bernard
Reyneke Family Trust and the PJ Gouws Family Trust, who hold approximately
56.6% of African Brick, have undertaken not to accept the offer but have
given
an irrevocable commitment to sell to Yakani Infraco, at 28 cents per share,
such number of shares that may be required to vest 51% of the issued share
capital of African Brick in Yakani Infraco, upon the closing of the offer.
4. CONDITIONS PRECEDENT
The offer is subject to, inter alia, the following conditions precedent:
4.1 no material adverse change in the position of African Brick coming to
the
attention of Yakani Infraco prior to the date for final acceptances of the
offer (for which purpose a "material adverse change" means any act or event
which, individually or in aggregate, has or is reasonably likely to have,
when
measured on the day prior to the last day for acceptances of the offer, a
material adverse effect on the implementation of the transaction, being for
purposes thereof any loss or liability to African Brick being incurred on or
after 1 March 2008 which exceeds 10% or more of the current market value of
African Brick (as implied by the offer), provided that any such act or event
which is of a once- off non-recurring nature and which is not likely to
materially impair the earnings of African Brick in subsequent financial
years
will not constitute a material adverse change);
4.2 African Brick not having undertaken or allowed any frustrating action
(as described in rule 19 of the Securities Regulation Code and Rules of the
Securities Regulation Panel ("the SRP"), prior to the date on which the
offer
becomes unconditional as to acceptances, without the prior written consent
of
Yakani Infraco (which consent shall not unreasonably be withheld or
delayed);
4.3 the requisite regulatory approvals, including without limitation the
approval of the JSE and the SRP of the required offer circular to African
Brick
shareholders; and
4.4 the approval of the offer by the Competition Authorities to the extent
necessary.
Yakani Infraco has the right to waive the conditions in 4.1 and 4.2 (either
in
whole or in part) on written notice to African Brick. Yakani Infraco will
advise African Brick shareholders of any such waiver by way of an
announcement
released on SENS and published in the press.
5. FUNDING OF THE OFFER
Yakani Infraco has provided confirmation to the SRP that it has sufficient
cash
resources to satisfy full acceptance of the offer.
6. EXPERT OPINION
6.1 The offer constitutes an "affected transaction" in terms of the rules of
the Securities Regulation Code on Take-overs and Mergers ("the Code").
Accordingly, independent advice is required on the fairness of the terms of
the
offer to African Brick shareholders.
6.2 African Brick has appointed Moore Stephens Corporate Finance to advise
the
Company on whether the terms of the offer are fair to African Brick
shareholders. Moore Stephens Corporate Finance`s written opinion will be
contained in the circular to African Brick shareholders referred to in
paragraph 7 below and will be based on the financial, regulatory, securities
market and other conditions prevailing.
7. CIRCULAR TO SHAREHOLDERS
A circular to shareholders setting out the detailed terms of the offer,
including the financial effects of the offer on shareholders will, subject
to
approval by the SRP and JSE, be mailed to African Brick shareholders within
30
days of this announcement or within such longer period as the SRP and JSE
may
allow in the circumstances.
8. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS
Shareholders are advised that the cautionary announcements referred to in
the
announcements dated 13 August 2008 and 25 September 2008 are hereby
withdrawn.
Johannesburg
10 November 2008
Corporate and Designated Adviser to African Brick
PSG Capital (Pty) Limited
Attorneys to African Brick
Rossouws Lesie Inc Attorneys
Corporate Adviser to Yakani Infraco
Deloitte & Touche Corporate Finance
Corporate Law Advisers to Yakani Infraco
Tabacks
Independent adviser to African Brick
Moore Stephens Corporate Finance
Date: 10/11/2008 11:20:01 Produced by the JSE SENS Department.
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