| Thu 24 Jun 2010, 10:39 | | EXL - Excellerate - Announcement regarding the proposed acquisition by |
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EXL
EXL
EXL - Excellerate - Announcement regarding the proposed acquisition by
Excellerate and a management consortium of the entire issued share capital of
JHI and further cautionary announcement
Excellerate Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/009884/06)
JSE code: EXL
ISIN: ZAE000026092
("Excellerate")
ANNOUNCEMENT REGARDING THE PROPOSED ACQUISITION BY EXCELLERATE AND A MANAGEMENT
CONSORTIUM OF THE ENTIRE ISSUED SHARE CAPITAL OF JHI AND FURTHER CAUTIONARY
ANNOUNCEMENT
1. Introduction
Shareholders of Excellerate ("Shareholders") are referred to the further
cautionary announcement dated Friday, 7 May 2010 and are advised that
Excellerate, acting on behalf of a new private company to be established
("Newco"), which will be owned jointly by Excellerate (as to 60%) and the
current management (as to 40%) of Gensec Property Services Limited trading
as JHI ("JHI"), has made a binding offer to all of the current shareholders
of JHI ("JHI Shareholders") to acquire the entire issued share capital of
JHI, comprising 151 515 ordinary shares of one cent each ("the Proposed
Transaction").
The aggregated purchase consideration payable by Newco will be an amount of
R 135 000 000, which will be settled in cash.
The offer has been accepted by all of the JHI Shareholders.
In terms of Rule 34 of the Securities Regulation Code on Takeovers and
Mergers ("the Code") and Rules of the Securities Regulation Panel ("the
SRP"), the SRP has granted dispensation that the Proposed Transaction need
not comply with the Code.
2. Background on Excellerate and JHI
Excellerate is an investment holding company listed on the JSE Limited
("the JSE"), with two core business divisions, namely, trading and
distribution and services.
JHI is a well established property services company with more than a
century of experience in the rendering of property related services.
3. Rationale
Within Excellerate`s Services Division, Interpark and Sterikleen already
constitute a key focus on property related services. The addition of JHI
will strengthen this focus considerably, and it is expected that some
synergistic benefits will accrue. Consequently, the profile of the proposed
transaction matches Excellerate`s acquisitive strategy. In addition, JHI
has a solid track record and reputation in property services, and has good
prospects for growth. The participation of the current management of JHI
is a key element of the Proposed Transaction and will ensure that JHI
continues to operate seamlessly following the implementation thereof.
4. Suspensive Conditions
The Proposed Transaction resulting form the acceptance of the offer as
referred to above, is subject to the fulfillment and/or waiver (where
possible) of the following suspensive conditions:
4.1 the required approval and/or ratification of the Proposed Transaction
by the board of directors of Excellerate by no later than Wednesday,
30 June 2010;
4.2 the conclusion of a written sale of shares agreement in a form
reasonably satisfactory to all of the parties thereto, which agreement
shall contain terms and conditions standard for a transaction of this
nature, by no later than Friday, 30 July 2010;
4.3 the conclusion of a satisfactory legal and financial due diligence
investigation in respect of JHI by NewCo, its shareholders and its
funder/s, acting reasonably, by no later than Friday, 30 July 2010;
and
4.4 the obtaining of all requisite regulatory approvals and/or consents
for purposes of the Proposed Transaction on terms and conditions
reasonably acceptable to all of the parties, including, without
limitation, approval from the competition authorities, JSE Limited and
the SRP, by no later than Friday, 1 October 2010.
5. Further cautionary announcement
Shareholders are advised that full details of the Proposed Transaction will
be released once the relevant agreements have been entered into.
Accordingly, Shareholders are advised to continue to exercise caution when
dealing in their Excellerate securities until such announcement has been
made.
Johannesburg
24 June 2010
Sponsor:
Barnard Jacobs Mellet Corporate Finance (Proprietary) Limited
Attorneys
Glyn Marais Incorporated
Date: 24/06/2010 10:39:02 Produced by the JSE SENS Department.
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