| Fri 8 Jan 2010, 8:55 | | CVI / REM / ZED - Capevin / Remgro / Zeder - Joint |
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CVI REM ZED
CVI REM ZED
CVI / REM / ZED - Capevin / Remgro / Zeder - Joint Announcement Of Firm
Intention To Make Offers To The Shareholders Of Capevin Holdings And To The
Shareholders Of Capevin Investments
Capevin Investments Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1979/007263/06
Share Code: CVI
ISIN Code: ZAE000136446
("Capevin Investments")
Remgro Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1968/006415/06
Share Code: REM
ISIN Code: ZAE000026480
("Remgro")
Zeder Investments Limited
(Incorporated in the Republic of South Africa)
Registration Number: 2006/019240/06
Share Code: ZED
ISIN Code: ZAE000088431
("Zeder")
JOINT ANNOUNCEMENT OF FIRM INTENTION TO MAKE OFFERS TO THE SHAREHOLDERS OF
CAPEVIN HOLDINGS AND TO THE SHAREHOLDERS OF CAPEVIN INVESTMENTS
1. Introduction
1.1 Shareholders of Capevin Holdings and Capevin Investments are hereby advised
that the board of directors of Capevin Holdings ("the Capevin Holdings Board")
and the board of directors of Capevin Investments ("the Capevin Investments
Board") have each received formal notification from Zeder that Zeder and Remgro
or, in the case of Remgro, any wholly-owned subsidiary of Remgro nominated by
Remgro for this purpose (hereinafter collectively referred to as "the Offerors")
will make joint offers to acquire the ordinary shares of shareholders in Capevin
Holdings and in Capevin Investments (together referred to as "the Offers"). The
salient terms of the Offers are set out in paragraph 3 below.
1.2 Zeder currently owns approximately 34.9% of the ordinary shares in Capevin
Holdings, which, in turn, owns approximately 51% of the ordinary shares in
Capevin Investments.
1.3 Remgro currently owns approximately 9.6% of the ordinary shares in Capevin
Investments.
2. Background to the offers
2.1 On 6 January 2010 Zeder entered into an agreement with Phetogo Investments
(Proprietary) Limited ("Phetogo") to acquire 38 096 480 ordinary shares in
Capevin Holdings held by Phetogo ("Phetogo Shares") at a price of R3.35 per
Phetogo Share. The Phetogo Shares constitute approximately 8.5% of the issued
ordinary shares of Capevin Holdings. In terms of the aforesaid agreement, Zeder
is entitled to and has nominated Remgro to acquire 75% of the Phetogo Shares,
while Zeder will acquire the remaining 25%. Remgro has accepted this nomination
and has in turn nominated one of its wholly-owned subsidiaries to acquire its
portion of the Phetogo Shares ("the Phetogo Transaction").
2.2 The Phetogo Transaction is subject to the fulfilment of the suspensive
conditions that the special resolution passed by the shareholders of Phetogo
authorising the Phetogo Transaction, be registered by the Registrar of Companies
within 30 days of conclusion of the agreement of sale regulating the Phetogo
Transaction (the special resolution has been lodged with the Registrar of
Companies and it is anticipated that registration will be complete within the
next few days) and the Securities Regulation Panel confirms that the offer
consideration offered to the shareholders of Capevin Holdings is comparable to
the offer consideration offered to the shareholders of Capevin Investments as
set out in paragraph 3.3 below.
2.3 If the Phetogo Transaction becomes unconditional and is implemented it will
result in the Offerors collectively being able to exercise more than 35% of the
voting rights in Capevin Holdings. As a result the Offerors, who are acting in
concert as contemplated in the Securities Regulation Code on Takeovers and
Mergers and the Rules of the Securities Regulation Panel ("the Code"), will then
become obliged, in terms of Rule 8 of the Code, to make an offer to the
shareholders of Capevin Holdings, other than Zeder, to acquire their shares in
Capevin Holdings. Since Capevin Holdings is a pyramid company, as defined in the
Code, in relation to Capevin Investments, the Offerors will then also become
obliged, in terms of Rule 6.3 of the Code, to make a comparable offer to the
shareholders of Capevin Investments, other than Remgro and its wholly-owned
subsidiaries, to acquire their shares in Capevin Investments.
3. The offers
The salient terms of the Offers are as follows:
3.1 The Capevin Holdings offer
The Offerors shall jointly make an offer to the shareholders of Capevin
Holdings, other than Zeder ("the Capevin Holdings Shareholders"), to acquire all
of their ordinary shares in Capevin Holdings in exchange for the offer
consideration set out in paragraph 3.3 below ("the Capevin Holdings Offer"). The
Capevin Holdings Shareholders will be entitled to accept the Capevin Holdings
Offer in whole or in part.
3.2 The Capevin Investments offer
The Offerors shall jointly make an offer to the shareholders of Capevin
Investments, other than Remgro and its wholly-owned subsidiaries ("the Capevin
Investment Shareholders"), to acquire all of their ordinary shares in Capevin
Investments in exchange for the offer consideration set out in paragraph 3.3
below ("the Capevin Investments Offer"). The Capevin Investment Shareholders
will be entitled to accept the Capevin Investments Offer in whole or in part.
Capevin Holdings has provided the Offerors with an irrevocable undertaking not
to accept the Capevin Investments Offer.
3.3 The offer consideration
3.3.1 The offer consideration payable to the Capevin Holdings Shareholders shall
be R3.35 per ordinary share in respect of which the Capevin Holdings Offer is
accepted. The offer consideration constitutes a premium of 15.5% to the 30-day
volume weighted price of such shares on the over the counter market as at 1
December 2009.
3.3.2 The offer consideration payable to the Capevin Investments Shareholders
shall be R70.05 per ordinary share in respect of which the Capevin Investments
Offer is accepted. The offer consideration represents a discount of 4.8% to the
30-day volume weighted price of such shares on the JSE as at
1 December 2009.
3.3.3 The offer consideration in respect of the Offers shall be payable in cash.
3.4 Opinion and recommendation
The Capevin Holdings Board and the Capevin Investments Board have appointed
QuestCo Sponsors (Proprietary) Limited ("QuestCo") as the independent advisor to
advise on whether the terms and conditions of the Capevin Holdings Offer and of
the Capevin Investments Offer are fair to the Capevin Holdings Shareholders and
the Capevin Investments Shareholders, respectively. The opinions of QuestCo in
this regard will be included in the circulars to be sent to the Capevin Holdings
Shareholders and the Capevin Investments Shareholders referred to below.
3.5 The Offer period
The Offers will be open for acceptance from 09:00 on Monday, 25 January 2010 and
will close at 12:00 on Friday, 19 February 2010 ("the Closing Date"). The
Offerors reserve the right to extend the Closing Date of either or both Offers,
with the prior approval of the Securities Regulation Panel ("SRP"). Any such
extension will be published on SENS (only in the case of an extension of the
Closing Date of the Capevin Investments Offer) and in the press prior to the
Closing Date.
3.6 Allocation of Capevin Holdings shares and Capevin Investments shares
acquired in terms of the Offers
Shares acquired in terms of the Offers will be allocated between Remgro and
Zeder on the following basis:
3.6.1 all shares will be acquired by Remgro until such time as Remgro`s
effective shareholding in Capevin Investments equals that of Zeder on a "see-
through" basis; and
3.6.2 if and when Remgro achieves the level of effective shareholding in Capevin
Investments as described in paragraph 3.6.1 above, any remaining shares acquired
in terms of the Offers will be acquired in equal proportions by Remgro and
Zeder.
3.7 Condition precedent
The Offers will be subject to fulfilment of the condition precedent that the
Phetogo Transaction becomes unconditional in accordance with its terms. The
Phetogo Transaction is subject to the conditions set out in paragraph 2.2 above.
4. Cash confirmation
The SRP has received written confirmations, as contemplated in Rule 2.3.2 (b)
and 21.7 of the Code, from PSG Group Limited that Zeder and from Rand Merchant
Bank, a division of FirstRand Bank Limited, that Remgro each has sufficient cash
resources and/or facilities available to it to meet its cash commitments under
the Offers.
Circulars setting out the Capevin Holdings Offer and the Capevin Investments
Offer will be posted to the Capevin Holdings Shareholders and the Capevin
Investments Shareholders, respectively, on or about Monday, 25 January 2010.
By order of the Capevin Investments Board
Stellenbosch
8 January 2010
By order of the Remgro Board
Stellenbosch
8 January 2010
By order of the Zeder Board
Stellenbosch
8 January 2010
Transaction advisor and sponsor to Zeder and Capevin Investments Limited: PSG
Capital (Proprietary) Limited
Sponsor to Remgro: Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal advisor to Remgro: Webber Wentzel Attorneys
Date: 08/01/2010 07:05:04 Produced by the JSE SENS Department.
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