| Mon 11 May 2009, 9:38 | | VMK - Verimark Holdings Limited - Proposed implementation of a scheme of |
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VMK
VMK
VMK - Verimark Holdings Limited - Proposed implementation of a scheme of
arrangement, delisting of Verimark from the JSE Limited and withdrawal of
cautionary announcement
Verimark Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1998/006957/06
Share Code: VMK ISIN Code: ZAE000068011
("Verimark" or "the Company")
PROPOSED IMPLEMENTATION OF A SCHEME OF ARRANGEMENT, DELISTING OF VERIMARK FROM
THE JSE LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
1.1 Further to the cautionary announcement released on SENS on 23 April
2009, shareholders are hereby advised that The Van Straaten Family
Trust ("VSFT") has submitted to the board of directors of Verimark
("the Board") a firm intention to make an offer to acquire all of the
ordinary shares in Verimark (not already held by itself and which
holding constitutes 45.94% of the issued share capital of the
Company), excluding the ordinary shares held by Prime Rentals CC
(8,000,000 ordinary shares) (an associate of VSFT), Mirror Ball
Investments 43 (Pty) Ltd (7,500,000 ordinary shares), a BEE entity,
and Selcovest 35 (Pty) Ltd (4,000,000 ordinary shares), an employee
entity (collectively "the excluded members"), i.e. a total of 42 272
328 ordinary shares ("the offer shares"), representing approximately
37% of the ordinary shares in the issued share capital of Verimark,
for a cash consideration of R21 136 164, equalling 50 cents per offer
share ("the offer").
1.2 The offer is subject to the conditions precedent as detailed in
paragraph 3 below.
1.3 The offer will be effected by way of a scheme of arrangement ("the
scheme") in terms of section 311 of the Companies Act 61 of 1973, as
amended ("the Companies Act").
1.4 This announcement serves as a summary of the information provided in
the letter of firm intention to make an offer, dated 8 May 2009,
addressed by VSFT to the Board.
2. THE SCHEME
2.1 VSFT has proposed a scheme of arrangement between VSFT and the
shareholders of Verimark, other than the excluded members ("scheme
members") in terms of section 311 of the Companies Act, for the
purpose of acquiring the offer shares.
2.2 As consideration for the disposal of their Verimark shares, scheme
members will become entitled to receive 50 cents per offer share
("scheme consideration") from VSFT, which represents a premium of
72.4% to the 30 day weighted average share price of 29 cents on 8 May
2009, the last day prior to this announcement and a premium of 150% on
the last traded price of 20 cents on 6 May 2009. The total scheme
consideration therefore amounts to a total value of R21 136 164.
2.3 VSFT has provided confirmation to the Securities Regulation Panel
("SRP") that it has sufficient cash resources to meet the R21 136 164
cash settlement obligation.
2.4 Pursuant to the implementation of the scheme, VSFT, together with the
excluded members, will hold 100% of the issued shares in the Company.
3. CONDITIONS PRECEDENT
3.1 The scheme shall be subject to, inter alia, the following conditions
precedent:
3.1.1 VSFT acquiring all of the offer shares pursuant to the
implementation of the proposed scheme;
3.1.2 receipt of all necessary regulatory and statutory approvals,
including the approval of the JSE Limited ("the JSE") and
the SRP;
3.1.3 the scheme being approved by a majority representing not
less than three-fourths of the votes exercisable by the
scheme members present and voting either in person or by
proxy at the scheme meeting;
3.1.4 the sanctioning of the scheme by the High Court; and
3.1.5 registration of a certified copy of the Order of Court
sanctioning the scheme by the Registrar of Companies in
terms of the Companies Act
3.2 VSFT has undertaken to abide by the Securities Regulation Code on
Take-overs and Mergers (the "Code") and to implement the scheme
subject to the Code and SRP directives.
4. OPINIONS AND RECOMMENDATIONS
The Board has established a sub-committee, comprising the independent non-
executive directors,, who has appointed Moore Stephens (Jhb) Corporate
Finance (Proprietary) Limited as independent advisor to provide the Board
with external advice in regard to the scheme and to make appropriate
recommendations to the Board for the benefit of scheme members, as required
in terms of the Listings Requirements of the JSE and the SRP Code. The
substance of the external advice and the views of the sub-committee will be
set out in the circular to be posted to Verimark shareholders.
5. FINANCIAL EFFECTS OF THE SCHEME
Save for the costs associated with the scheme, there are no financial
effects on Verimark as a result of implementation of the scheme.
6. DELISTING OF VERIMARK FROM THE JSE
Pursuant to the implementation of the scheme, an application will be made
by the Company for the termination of the listing of the shares in its
issued share capital on the JSE.
7. FURTHER DOCUMENTATION AND SALIENT DATES
Further details of the scheme will be included in a circular to Verimark
shareholders, which will, subject to the approval of the JSE and the SRP,
be posted to Verimark shareholders in due course.
Salient dates in relation to the scheme will be published prior to the
issuing of the aforementioned documentation.
8. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the release of this announcement, the cautionary announcement
referred to above is withdrawn and caution is no longer required to be
exercised by Verimark shareholders when dealing in the Company`s shares.
11 May 2009
Corporate Advisor and Sponsor
PSG Capital (Proprietary) Limited
Date: 11/05/2009 09:38:02 Produced by the JSE SENS Department.
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