| Mon 21 Dec 2009, 7:05 | | SKW - Skinwell Holdings Limited - Waiver of the requirement to make a |
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SKW
SKW
SKW - Skinwell Holdings Limited - Waiver of the requirement to make a
mandatory offer
SKINWELL HOLDINGS LIMITED
(formerly Placecol Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2003/025374/06)
JSE code: SKW
ISIN: ZAE000135893
("Skinwell" or "the company")
WAIVER OF THE REQUIREMENT TO MAKE A MANDATORY OFFER IN TERMS OF RULE 8.7 OF
THE SECURITIES REGULATION CODE ON TAKEOVERS AND MERGERS ("THE CODE") AND THE
RULES OF THE SECURITIES REGULATION PANEL ("SRP")
BACKGROUND:
Mr W de Wet, a former director of Skinwell, remains directly beneficially
interested in 34 542 194 Skinwell shares, comprising 14.6% of the entire
issued share capital of Skinwell. Mr. WP van der Merwe and Ms. E Colyn
("the investors"), who are existing major shareholders of Skinwell, propose
to purchase these 34 542 194 Skinwell shares from Mr. W de Wet ("the
proposed transaction"). Since the investors are both employees of Vunani
Corporate Finance, the Corporate Advisor of Skinwell, the investors could be
viewed as "persons acting in concert" and accordingly the proposed
transaction could be considered as an "affected transaction" in terms of the
Code.
Subsequent to the implementation of the proposed transaction the resultant
combined shareholding of the investors in Skinwell will be 37,5% with 28.4%
and 9.1% being held Mr. WP van der Merwe and Ms. E Colyn respectively.
Of the 34 542 194 shares forming the subject matter of the proposed
transaction, 6 648 464 shares will only be transferred to the investors once
the lock in period of such shares in terms of the JSE Listings Requirements
has expired i.e. as soon as the audited 28 February 2010 financial results
are published.
As at the date of this announcement, Skinwell shareholders representing
16,2% of the voting rights of all independent Skinwell shareholders, gave
Skinwell irrevocable undertakings to vote in favour of the ordinary
resolution at the general meeting to waive the requirement for a mandatory
offer in terms of Rule 8.7 of the Code.
WAIVER OF REQUIREMENT TO MAKE A MANDATORY OFFER
In terms of Rule 8.1 (as read with Rule 8.2) of the Code, an "affected
transaction" requires that a mandatory offer be made to all shareholders by
offerees who are considered to be "persons acting in concert" in terms of
the Code. Rule 8.7 of the Code however provides that the requirement for a
mandatory offer may be dispensed with by the SRP in circumstances where a
majority of independent votes cast at a properly constituted meeting of
shareholders are cast in favour of a resolution waiving the requirement for
a mandatory offer to be made.
The SRP has advised that it is willing to consider an application to grant a
dispensation to the investors in terms of the Code subject to Skinwell
shareholders, who are independent from the investors, passing an ordinary
resolution in general meeting approving a waiver of their right to require
the investors to make such mandatory offer.
Prior to granting a dispensation in terms of the Code, the SRP will consider
any objections or representations (if any) made by parties as contemplated
below:
1. Any interested party who wishes to object to the dispensation shall
have until 31 December 2009 to raise such an objection with the SRP.
Objections should be made in writing and addressed to the "Executive
Director, Securities Regulation Panel" at any one of the following
addresses:
Physical Postal Fax
Ground Floor PO Box 91833 +27 11 482 5635
2 Sherbourne Road Auckland Park
Parktown 2006
Johannesburg, 2193
2. Objections must reach the SRP by no later than close of business on
Thursday, 31 December 2009 in order to be considered.
3. If any submissions are made to the SRP within the permitted timeframe,
the SRP will consider the merits thereof and, if necessary, provide the
objectors with an opportunity to make representations to the SRP.
Thereafter, subject to the waiver at the general meeting being approved by
Skinwell shareholders, the SRP will rule on the requirement for a mandatory
offer to be made.
A circular will be posted to Skinwell shareholders on Monday, 21 December
2009 setting out the relevant information to enable them to make a decision
as to whether or not they should vote in favour of the resolution to be
proposed at the general meeting of Skinwell shareholders to be held at 10h00
on Tuesday, 12 January 2010 at the offices of Skinwell situated at Placecol
Boulevard, Samrand Avenue, Kosmosdal X4, Centurion.
Any amendments to the dates contained in this announcement will be published
on SENS."
Midrand
18 December 2009
Designated Advisor
Grindrod Bank Limited
Date: 21/12/2009 07:05:03 Produced by the JSE SENS Department.
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