|
JSE
GEN
GEN - Newshelf 1005 (Proprietary) Limited - Firm intention by Newshelf 1005
(Proprietary) Limited to make an offer to the shareholders of Andulela
Investment Holdings Limited
NEWSHELF 1005 (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/028867/07)
("Newshelf")
FIRM INTENTION BY NEWSHELF 1005 (PROPRIETARY) LIMITED ("NEWSHELF") TO MAKE AN
OFFER TO THE SHAREHOLDERS OF ANDULELA INVESTMENT HOLDINGS LIMITED ("ANDULELA")
1 INTRODUCTION
On Friday, 20 November 2009, Newshelf, a company wholly owned by the Shura
Trust, acquired 144 576 717 Andulela ordinary shares equating to 34.51% of
the issued ordinary share capital of Andulela, at a price 12 cents per
Andulela ordinary share.
Prior to the acquisition of the shares referred to above, Newshelf owned
144 575 374 Andulela ordinary shares representing 34.50% of the issued
ordinary share capital of Andulela and accordingly now owns 69.01% of the
issued ordinary share capital of Andulela.
2 MANDATORY OFFER
As Newshelf is now the holder of more than 35.0% of the issued ordinary
share capital of Andulela, it is obliged in terms of the Securities
Regulation Code on Take-overs and Mergers and the Rules of the Securities
Regulation Panel ("SRP"), to extend a mandatory cash offer ("Offer") to the
shareholders of Andulela to acquire their Andulela ordinary shares.
3 MECHANISM OF THE OFFER
The Offer will be implemented by way of an unconditional offer by Newshelf
to the shareholders of Andulela, other than Newshelf, in terms of Chapter
XVA of the Companies Act, 1973 ("the Act").
4 TERMS OF THE OFFER
The Offer will be made in cash at an offer price of 12 cents per Andulela
ordinary share, being the highest purchase price per Andulela ordinary
share paid by Newshelf to date.
Andulela shareholders are advised that, if Newshelf acquires, in terms of
the Offer, nine-tenths of the Andulela ordinary shares, which it does not
already own, it intends invoking the provisions of section 440K of the Act
to acquire the Andulela ordinary shares of those Andulela shareholders who
do not accept the Offer.
5 DETAILS OF EXISTING HOLDINGS
Other than Newshelf`s ownership of 69.01% of the issued ordinary share
capital of Andulela, Newshelf does not own or control or hold any options
to purchase Andulela ordinary shares.
6 CONFIRMATION OF FUNDS
It has been confirmed, to the satisfaction of the SRP, that Newshelf has
sufficient resources to discharge its obligations under the Offer.
7 DOCUMENTATION
An offer document providing further information on the Offer and
containing, inter alia, a form of acceptance and surrender will be posted
to Andulela shareholders in due course.
Johannesburg
20 November 2009
Investment Bank to Newshelf
(Investec Corporate Finance
Logo)
Attorneys to Newshelf
(Glyn Marais Inc. logo)
Date: 20/11/2009 15:33:05 Produced by the JSE SENS Department.
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