| Fri 20 Feb 2009, 16:32 | | SSK - Stefanutti Stocks Holdings - Acquisitions of minority interests |
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SSK
SSK
SSK - Stefanutti Stocks Holdings - Acquisitions of minority interests
in subsidiaries
Stefanutti Stocks Holdings Limited
(Formerly Stefanutti & Bressan Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1996/003767/06)
Share code: SSK & ISIN: ZAE000123766
("Stefanutti Stocks" or "the Company")
Acquisition by Stefanutti Stocks Holdings Limited of a 10% interest in
Stefanutti Stocks Geotechnical (Pty) Limited ("SSK Geotechnical") and an 11%
interest in Stefanutti Stocks Building KZN (Pty) Limited ("SSK Building KZN").
Acquisition of a 10% interest in Stefanutti Stocks Geotechnical (Pty) Limited
1. Introduction
Bridge Capital is authorised to announce that Stefanutti Stocks has entered into
an agreement dated 20 February 2009 to acquire a 10% interest in SSK
Geotechnical (registration number: 2005/013010/07), a subsidiary of Stefanutti
Stocks, from JS Nell for a consideration of R 6 040 000 ("the acquisition").
2. SSK Geotechnical`s Background
SSK Geotechnical specialises in geotechnical surveys, lateral support, rock
anchoring and the installation of concrete piles and operates principally in
Southern Africa.
3. Rationale for the acquisition
Stefanutti Stocks is the controlling shareholder of SSK Geotechnical and
considers it in the best interest of shareholders to increase its interest in
this company. This is line with the Stefanutti Stocks` strategy of acquiring
minority interests in profitable subsidiaries.
4. Details of the acquisition
4.1 Fairness Opinion
The acquisition is classified as a small related party transaction in
terms of the Listings Requirements of the JSE Limited ("the Listings
Requirements") ("JSE") and, accordingly, requires confirmation from an
independent professional expert ("the IPE") that the terms of the
disposal are fair as far as the shareholders of Stefanutti Stocks are
concerned. Moore Stephens (JHB) Corporate Finance (Pty) Limited has
been appointed as the IPE and has provided the JSE with written
confirmation to the above effect. Its report will lie for inspection
at the registered office of Stefanutti Stocks for a period of 28 days
from the date of this announcement.
4.2. Acquisition consideration
The aggregate acquisition consideration payable amounts to R 6 040 000
and will be settled as follows:
4.2.1 A cash payment of R 2 190 000 payable directly to JS Nell; and
4.2.2 A cash payment of R 3 850 000 payable into a share trading
account opened in JS Nell`s name for the purpose of acquiring
Stefanutti Stocks ordinary shares in the open market (the "Sale
Shares"). The account will be operated by the Company in terms of
the power of attorney entered into between JS Nell and Stefanutti
Stocks granting Stefanutti Stocks the sole authority to transact
on the share trading account.
4.3. Salient Terms
4.3.1 The Sale Shares must be purchased within a maximum period of 6
months, commencing 5 business days after the date upon which the
agreement was entered into;
4.3.2 JS Nell will only be allowed to dispose of the sale shares, as
follows:
- Half of the Sale Shares on or after 1 March 2010; and
- The balance of the Sale Shares on or after 1 March 2011.
4.4. Effective Date
The effective date of the acquisition will be 28 February 2009.
5. Pro forma financial effects of the acquisition
The pro forma financial effects of the acquisition based upon the reviewed
results of Stefanutti Stocks for the 6 months ended 31 August 2008 are
insignificant as defined in paragraph 9.15 of the Listings Requirements.
Acquisition of an 11% interest in Stefanutti Stocks Building KZN (Pty) Limited
1. Introduction
Bridge Capital is authorised to announce that Stefanutti Stocks has entered into
an agreement dated 20 February 2009 to acquire an 11% interest in SSK Building
KZN (registration number 1994/009129/07), a subsidiary of Stefanutti Stocks,
from GM Carver for an amount of R 6 954 340 ("the acquisition").
2. SSK Building KZN`s Background
SSK Building KZN contracts in commercial, industrial, institutional, housing and
leisure projects, operating predominantly in the Kwazulu Natal region.
3. Rationale for the acquisition
Stefanutti Stocks is the controlling shareholder of SSK Building KZN and
considers it in the best interest of shareholders to increase its interest in
this company. This is line with the Stefanutti Stocks` strategy of acquiring
minority interests in profitable subsidiaries.
4. Details of the acquisition
4.1. Fairness Opinion
The acquisition is classified as a small related party transaction in
terms of the Listings Requirements of the JSE Limited ("the Listings
Requirements") ("JSE") and, accordingly, requires confirmation from an
independent professional expert ("the IPE") that the terms of the
disposal are fair as far as the shareholders of Stefanutti Stocks are
concerned. Moore Stephens (JHB) Corporate Finance (Pty) Limited has
been appointed as the IPE and has provided the JSE with written
confirmation to the above effect. Its report will lie for inspection
at the registered office of Stefanutti Stocks for a period of 28 days
from the date of this announcement.
4.2. Acquisition consideration
The aggregate acquisition consideration payable amounts to R 6 954 340
and will be settled as follows:
4.2.1 A cash payment of R 2 673 000 payable directly to GM Carver; and
4.2.2 A cash payment of R 4 281 340 payable into a share trading
account opened in GM Carver`s name for the purpose of acquiring
Stefanutti Stocks ordinary shares in the open market (the "Sale
Shares"). The account will be operated by the Company in terms of
the power of attorney entered into between GM Carver and
Stefanutti Stocks granting Stefanutti Stocks the sole authority
to transact on the share trading account.
4.3. Salient Terms
4.3.1 The Sale Shares must be purchased within a maximum period of 6
months, commencing 5 business days after the date upon which the
agreement was entered into;
4.3.2 GM Carver will only be allowed to dispose of the sale shares, as
follows:
- Half of the Sale Shares on or after 1 March 2010; and
- The balance of the Sale Shares on or after 1 March 2011.
4.4. Effective Date
The effective date of the acquisition will be 28 February 2009.
5. Pro forma financial effects of the acquisition
The pro forma financial effects of the acquisition based upon the reviewed
results of Stefanutti Stocks for the 6 months ended 31 August 2008 are
insignificant as defined in paragraph 9.15 of the Listings Requirements.
Johannesburg
20 February 2009
Sponsor: Bridge Capital Advisors (Pty) Limited
Date: 20/02/2009 16:32:35 Produced by the JSE SENS Department.
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