| Wed 18 Nov 2009, 16:39 | | MYD - Myriad Medical Holdings Limited - Fulfilment of conditions to the |
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MYD
MYD
MYD - Myriad Medical Holdings Limited - Fulfilment of conditions to the
repurchase, offer to shareholders and renewal of cautionary
Myriad Medical Holdings Limited
Registration no. 2006/006371/06
Share Code: MYD ISIN Code: ZAE000085825
("Myriad" or "the company")
FULFILMENT OF CONDITIONS TO THE REPURCHASE, OFFER TO SHAREHOLDERS AND RENEWAL OF
CAUTIONARY
INTRODUCTION
Myriad shareholders are referred to the various announcements in relation to the
proposed specific repurchase (the "repurchase") by Myriad of the shares owned by
Messrs Jacob and Reuben Shapiro and their respective associates and are advised
that all of the conditions to the repurchase have now been fulfilled and that
the repurchase will be implemented on or about 18 November 2009.
Myriad shareholders are also referred to the announcement dated 26 October 2009
in relation to the ruling (the "ruling") issued by the Securities Regulation
Panel ("SRP"):
- that the repurchase constitutes an affected transaction in terms of the
Securities Regulation Code on Takeovers and Mergers ("the SRP Code"); and
- that on the implementation of the repurchase Blackstar Group Plc, Blackstar
(Cyprus) Investors Ltd (collectively "Blackstar") and Vermogen Medical
(Pty) Ltd ("Vermogen"), which in terms of the ruling are viewed as primary
concert parties, must make a mandatory offer to the remaining Myriad
shareholders at a price of 85 cents per share (failing which the parties
named as secondary parties in the ruling would be required to make the
offer).
As advised previously Blackstar, Vermogen and the parties named in the ruling as
secondary concert parties had lodged an appeal against the ruling.
WITHDRAWAL OF THE APPEAL AND MANDATORY OFFER
Blackstar owns 30 045 958 shares in Myriad (a 15.96% shareholding before and
19.48% shareholding after the repurchase). Vermogen owns 47 778 824 shares in
Myriad (a 25.38% shareholding before and 30.98% shareholding after the
repurchase).
Blackstar funded Vermogen`s acquisition of Myriad shares through the
subscription for "A" and "B" class preference shares in the issued share capital
of Vermogen (the "preference shares"). Vermogen is required to redeem the
preference shares on or before 17 January 2010, failing which Blackstar will
(subject to the requisite approval from the South African Competition
Authorities) effectively acquire control of Vermogen`s shares in Myriad.
Blackstar and Vermogen lodged an appeal against the ruling as they do not agree
that they are acting in concert in relation to the repurchase or that the
repurchase should trigger a mandatory offer. However in the event that Vermogen
is not in a position to redeem the preference shares and that Blackstar takes
steps to acquire direct or indirect control of Vermogen`s Myriad shares on or
about January 2010, it will trigger a mandatory offer at that time.
Given these circumstances Blackstar, Vermogen and the parties named as secondary
concert parties in the ruling have agreed (without any admissions) to withdraw
their appeal against the ruling on the basis:
- that Blackstar will make a mandatory offer in terms of the SRP Code to all
Myriad shareholders to acquire their shares for a price of 85 cents per
share; and
- that given that the SRP has ruled that Blackstar and Vermogen are already
acting in concert and that a mandatory offer is triggered by the
repurchase, no further offer will be triggered if, in or about January
2010, Blackstar takes steps to acquire direct or indirect control of
Vermogen`s shares in Myriad as a result of Vermogen not being in a position
to redeem the preference shares.
IRREVOCABLE UNDERTAKINGS
Myriad shareholders holding 42 377 172 Myriad shares, representing 55.5% of the
shares in respect of which the mandatory offer will be made have irrevocably
undertaken not to accept the offer. The shareholders that have provided
irrevocable undertakings include senior management, Visio Capital Management
(Pty) Ltd, Clucasgray Investment Management (Pty) Ltd and Flagship Private Asset
Management (Pty) Ltd.
CONFIRMATION OF FINANCIAL RESOURCES
Blackstar has furnished confirmation to the SRP that it has sufficient resources
to satisfy full acceptance of the offer.
OPINION, RECOMMENDATIONS AND OFFER CIRCULAR
The Myriad board has appointed Java Capital to provide it with the external
advice regarding the offer required in terms of the SRP Code.
The opinions and recommendations of Java Capital and the board in relation to
the offer will be set out in the offer circular which will be distributed to
Myriad shareholders within 30 days of the implementation of the repurchase.
RENEWAL OF CAUTIONARY IN RELATION TO A PROPOSED ACQUISITION
While shareholders are no longer required to exercise caution in relation to the
mandatory offer, shareholders are advised that (as set out in the cautionary
announcement dated 26 October 2009) Myriad is still in negotiations in relation
to a potential acquisition which, if successfully concluded, may have a material
effect on the price of Myriad`s shares. Accordingly shareholders are advised to
continue to exercise caution when dealing in Myriad shares until a further
announcement is made in relation to the acquisition.
Johannesburg
18 November 2009
Designated advisor and independent advisor
Java Capital (Proprietary) Limited
Legal advisor in respect of the repurchase
Edward Nathan Sonnenbergs Inc
Date: 18/11/2009 16:39:01 Produced by the JSE SENS Department.
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