| Thu 26 Nov 2009, 9:03 | | PLD - Paladin Capital - Voluntary offer to all shareholders of Top Fix |
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PLD
PLD
PLD - Paladin Capital - Voluntary offer to all shareholders of Top Fix
Holdings Limited
PALADIN CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2007/032836/06)
Share Code: PLD
ISIN Number: ZAE000138970
("Paladin")
VOLUNTARY OFFER TO ALL SHAREHOLDERS OF TOP FIX HOLDINGS LIMITED ("TOP FIX")
1. INTRODUCTION
Shareholders are hereby advised that the board of Paladin has resolved
to make a voluntary offer to all Top Fix shareholders to acquire up to
a maximum of 34.9% of the issued ordinary share capital in Top Fix,
inclusive of the Top Fix shares already held by Paladin and its deemed
concert parties ("the offer"). Paladin, together with its deemed
concert parties held approximately 24.1% of the issued ordinary share
capital of Top Fix as at the last practicable date, and accordingly
seeks to acquire an additional stake of approximately 10.8% in Top Fix
through this offer.
2. RATIONALE
Paladin wishes to expand its footprint in construction support
services in South Africa. Paladin deems its investment in Top Fix as
important in achieving this goal and accordingly wishes to increase
its shareholding in Top Fix through the voluntary offer made to Top
Fix shareholders. The offer is furthermore in line with Paladin`s
focus on growing its annuity income base.
3. TERMS OF THE OFFER
3.1 The offer consideration
The offer consideration shall be discharged, at the
election of participating Top Fix shareholders, as follows:
- 0.42424 Paladin shares for each Top Fix share disposed of in terms of
the offer (effective exchange value of 165 cents
per Paladin share); or
- A cash payment of 70 cents for each Top Fix offer share
disposed of in terms of the offer; or
- a combination of the aforegoing.
The offer consideration represents a 14.8% premium to Top Fix 30-
day volume weighted average share price.
3.2 The offer period
The offer will open for acceptance at 09:00 on Thursday, 26
November 2009 and will close at 12:00 on Friday, 18 December 2009.
The last day to trade Top Fix ordinary shares in order to
participate in the offer is Thursday, 10 December 2009. The record
date for the offer is Friday, 18 December 2009.
3.3 Apportionment basis
In the event that Top Fix shareholders cumulatively tender such
number of offer shares that would result in Paladin, together with
its deemed concert parties, holding in excess of 34.9% of Top Fix
issued share capital, then offer acceptances will be reduced on a
pro rata basis.
4. BACKGROUND INFORMATION TO PALADIN
Paladin is the preferred investment vehicle of PSG Group Limited ("PSG
Group") in industries other than the financial and agri-related
sectors. Paladin provides investors with a direct entry point into PSG
Group`s current private equity portfolio and any new deal flow that
may arise in the future, thereby providing investors with liquid
exposure to what can generally be described as illiquid investments or
an illiquid investment class. Paladin`s current investment portfolio
comprises of 13 investments spanning over a broad range of industries
and is worth in excess of R950 million or 166 cents per share.
5. ACTION REQUIRED BY PALADIN SHAREHOLDERS
Paladin shareholders are not required to take any action in terms of
this announcement, as it is for information purposes only.
6. ACTION REQUIRED BY TOP FIX SHAREHOLDERS
A formal offer document containing details of the offer will be posted
to Top Fix shareholders on or about Thursday, 26 November 2009.
7. RESULTS ANNOUNCEMENT OF THE OFFER
The results of the offer to Top Fix shareholders will be released on
SENS on or about Monday, 21 December 2009.
8. FURTHER INFORMATION
Any Top Fix shareholders with queries or who which to obtain further
information regarding the offer should contact Riaan van Heerden at
PSG Capital (Pty) Limited on 021 887 9602.
Stellenbosch
26 November 2009
Date: 26/11/2009 09:03:02 Produced by the JSE SENS Department.
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