| Tue 22 Dec 2009, 10:46 | | GMB - Glenrand MIB - Acquisition Of A Minority Shareholding In Glenrand MIB |
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GMB
GMB
GMB - Glenrand MIB - Acquisition Of A Minority Shareholding In Glenrand MIB
Credit And Political Risk Consultants (Proprietary) Limited ("Credit")
GLENRAND MIB LIMITED
(Incorporated in the Republic of South Africa)
Licensed Financial Services Provider
(Registration number 1997/008001/06)
Share code : GMB & ISIN : ZAE000078010
("the company" or "Glenrand MIB ")
ACQUISITION OF A MINORITY SHAREHOLDING IN GLENRAND MIB CREDIT AND POLITICAL RISK
CONSULTANTS (PROPRIETARY) LIMITED ("CREDIT")
1. Introduction
Shareholders are advised that Glenrand MIB has reached agreement with Mr. R du
Toit ("du Toit") to purchase a further 5% of the shares in Credit ("the
acquisition"), with immediate effect. Following the acquisition, Glenrand MIB
will hold 85% in Credit with the remaining minority shareholder holding 15%.
2. Nature of business
Randburg-based Credit is an authorised financial services provider operating as
a credit and political risk insurance broker.
3. Rationale for the acquisition
Glenrand MIB held 80% of the ordinary shares in issue in Credit. Du Toit, a
minority shareholder, holding 10% of the ordinary shares in issue in Credit,
wished to dispose of his interest. The only remaining minority shareholder has
assigned a portion of his pre-emptive rights to this shareholding to Glenrand
MIB to the extent that the remaining shareholders will each acquire a further 5%
of the ordinary shares in issue in Credit. The acquisition was concluded in
accordance with the provisions of the shareholders` agreement concluded between
Glenrand MIB and the minority shareholders on 15 November 2002, as amended.
4. Consideration
The consideration for the acquisition is R 1 282 827, payable immediately and to
be financed through Glenrand MIB`s internally generated cash resources.
5. Fairness opinion
Since Glenrand MIB is transacting with a material shareholder of Credit, an
existing subsidiary, the acquisition is considered a small related party
transaction in terms of the JSE Limited ("JSE") Listings Requirements. Glenrand
MIB have therefore appointed an independent expert, AMB Capital Limited
("AMB"), to review the terms of the acquisition. AMB have reviewed the terms and
conditions of the acquisition following an independent valuation performed. AMB
are of the opinion that the terms and conditions of the acquisition are fair to
Glenrand MIB shareholders. AMB has expressed this opinion in writing and such
opinion is available for inspection at the company`s registered office for a
period of 28 days after the date of this announcement.
6. Financial effects of the acquisition
Based on the audited results for the year ended 30 June 2009, the unaudited pro
forma financial effects of the acquisition on Glenrand MIB`s earnings, headline
earnings, net asset value and net tangible asset value per share have not been
disclosed as these effects are not significant.
7. Suspensive conditions
All suspensive conditions relating to the acquisition have been fulfilled.
Randburg
22 December 2009
Investment bank and sponsor
Nedbank Capital
Independent expert
AMB Capital Limited
Date: 22/12/2009 10:46:01 Produced by the JSE SENS Department.
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