| Tue 3 Mar 2009, 8:00 | | PSV - PSV - Sale of shares by shareholders potential conditional partial offer |
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PSV
PSV
PSV - PSV - Sale of shares by shareholders, potential conditional partial offer,
issue of shares for cash and renewal of the cautionary announcement
PSV HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/004365/06)
JSE code: PSV
ISIN: ZAE000078705
("PSV" and the "company")
SALE OF SHARES BY SHAREHOLDERS, POTENTIAL CONDITIONAL PARTIAL OFFER, ISSUE OF
SHARES FOR CASH AND RENEWAL OF THE CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the cautionary announcement, dated 27 February 2009,
shareholders are advised that certain shareholders of PSV, jointly holding
approximately 65% of PSV`s shares ("the selling shareholders"), have
entered into an agreement to sell 60% of their respective shareholdings to
Iandra Industries Limited, a company registered in England and Wales
("Iandra") at a price equal to the South African Rand equivalent of
0.0556259 Pounds Sterling per share, determined with reference to the
exchange rate prevailing as at the effective date ("the designated price")
("the sale of shares"). For illustrative purposes, the South African Rand
equivalent of 0.0556259 Pounds Sterling using the closing exchange rate on
27 February 2009 of R14.24/Pounds Sterling is approximately 79.2 cents.
Iandra has also undertaken to make a conditional partial offer to acquire
60% of the shares held by the remaining shareholders ("minority
shareholders") at the designated price ("conditional partial offer"). At
this stage, the potential conditional partial offer does not constitute a
firm intention to make an offer in terms of the Securities Regulation Code
on Takeovers and Mergers and the Rules of the Securities Regulation Panel
("the SRP Code"). Iandra, the selling shareholders and PSV are in
consultation with the Securities Regulation Panel ("SRP") with regards to
applying for a dispensation from a mandatory offer by Iandra to minority
shareholders.
Furthermore, Iandra has agreed to subscribe for 24 796 167 new shares in
PSV at the designated price ("the subscription").
The sale of shares, the conditional partial offer and the subscription are
all indivisibly linked transactions and are collectively referred to as
"the transactions".
The selling shareholders are AJD da Silva, AR Dreisenstock and P Robinson,
who are all executive directors of PSV (collectively "executive
management") and Vunani Capital (Pty) Limited.
2. CONDITIONS PRECEDENT AND OTHER CONDITIONS
The transactions are subject, inter alia, to the following conditions
precedent:
- the deposit by Iandra of Pounds Sterling 9 567 135 into a controlled
foreign currency ("CFC") account, which amount is to be maintained, at
Iandra`s risk, with interest accruing to Iandra, in Pounds Sterling in
such CFC account under the control of Iandra`s legal adviser and
subject to the requirements of the South African Reserve Bank;
- the execution by executive management of service agreements;
- the PSV shareholders` approval of the necessary resolutions in
accordance with the Companies Act, the JSE Limited Listings
Requirements ("Listings Requirements") and the SRP Code authorising
the subscription and the furnishing of certain warranties by PSV to
Iandra in relation to the shares in terms of the sale of shares and
those shares to be acquired by Iandra in terms of the conditional
partial offer in accordance with the provisions of section 38(2A)(b)
of the Companies Act, and registration by the Registrar of Companies
of any special resolution;
- all statutory or regulatory approvals relevant to the transactions
including approval by the competition authorities and the exchange
control authorities as well as compliance with the Listings
Requirements and the SRP Code; and
- waivers by the SRP and the minority shareholders of a mandatory offer
by Iandra to minority shareholders.
3. EFFECTIVE DATE
The effective date is the third business day after all of the conditions
precedent shall have been fulfilled (or waived where applicable).
4. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised to exercise caution when dealing in the company`s
securities until a further announcement is made.
Johannesburg
3 March 2009
Transaction Adviser and Designated Adviser
Vunani Corporate Finance
Attorneys for PSV
Fluxmans Inc.
Attorneys for Iandra
Edward Nathan Sonnenbergs
Date: 03/03/2009 08:00:02 Produced by the JSE SENS Department.
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