| Tue 13 Jul 2010, 14:40 | | CCI/IPL - CIC Holdings Limited/Imperial Holdings L |
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CCI IPL
CCI IPL
CCI/IPL - CIC Holdings Limited/Imperial Holdings Limited - Joint announcement of
the firm intention of Imperial to make an offer to acquire the entire issued
share capital of CIC by way of a scheme of arrangement
CIC Holdings Limited
(Incorporated in the Republic of Namibia)
(Registration number 95/502)
(Registered as an external company in the Republic of South Africa)
(Registration number 1996/002672/10)
JSE share code: CCI
ISIN: NA0009174278
("CIC")
Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021048/06)
JSE share code: IPL
ISIN: ZAE000067211
("Imperial")
JOINT ANNOUNCEMENT OF THE FIRM INTENTION OF IMPERIAL TO MAKE AN OFFER TO ACQUIRE
THE ENTIRE ISSUED SHARE CAPITAL OF CIC BY WAY OF A SCHEME OF ARRANGEMENT
1 INTRODUCTION
1.1 Shareholders are hereby advised that Imperial has submitted to the
board of directors of CIC ("the CIC Board") a firm intention to make
an offer to acquire 100% of the issued ordinary shares in CIC, which
constitutes a total of 252 188 081 shares ("Scheme Shares"), for a
total cash consideration of R723 779 792 or the Namibian Dollar
equivalent, to the extent that same may be applicable, equalling R2.87
per Scheme Share or the Namibian Dollar equivalent, to the extent that
same may be applicable("the Firm Intention Offer").
1.2 This announcement serves as a summary of the information provided in
the firm intention offer letter, dated 9 July 2010, addressed by
Imperial to the CIC Board ("Firm Intention Offer Letter").
2 IMPERIAL`S RATIONALE FOR THE ACQUISITION
CIC operates within the Fast Moving Consumer Goods ("FMCG") industry
through distributor agreements with blue chip manufacturers, both locally
and internationally. Its service offering includes wholesaling,
merchandising, warehousing, distribution, debtors administration, staffing
and security solutions. The group has facilities in the main centres
throughout Namibia, Botswana, Swaziland, Mozambique and South Africa.
The proposed acquisition of CIC is in pursuit of Imperial`s stated strategy
of expanding its logistics service offering into the rest of Africa.
CIC`s proven experience in the African market and its expertise in
providing solutions to the unique FMCG distribution requirements in the
African market provides the ideal platform for Imperial to broaden the
footprint of its FMCG logistics business in Sub-Saharan Africa. The
combination of Imperial`s and CIC`s long standing relationships with the
leading FMCG manufactures as well as their proven expertise in the
optimisation of warehousing and distribution solutions are expected to
facilitate vastly improved service to African consumers and retailers.
3 THE SCHEME
3.1 Imperial is proposing to acquire the Scheme Shares by way of a scheme
of arrangement between CIC and its shareholders ("Scheme Members") in
terms of section 311 of the South African and/or Namibian Companies
Act, No. 61 of 1973, as amended, as may be applicable, ("the Companies
Act") ("the Scheme") or at Imperial`s discretion, an offer in terms of
section 440K of the South African Companies Act and/or section 314 of
the Namibian Companies Act, as may be applicable,.
3.2 As consideration for the disposal of their Scheme Shares, Scheme
Members will become entitled to receive R2.87 per Scheme Share in cash
or the Namibian Dollar equivalent, to the extent that same may be
applicable ("Scheme Consideration"), from Imperial, which represents a
premium of 32.5% to the 30 day weighted average share price of R2.17
per share on 8 June 2010, being the business day preceding the release
of a cautionary announcement by CIC, and a premium of 14.0% to the 22
day weighted average share price of R2.52 per share on 8 July 2010,
being the business day preceding submission of the Firm Intention
Offer Letter by Imperial to the CIC board.
3.3 Confirmation has been provided to the Securities Regulation Panel
("SRP") that Imperial has sufficient cash resources to meet the total
Scheme Consideration.
3.4 Pursuant to the implementation of the Scheme, Imperial will hold 100%
of the issued shares in CIC.
4 FIRM INTENTION OFFER AND THE FIRM INTENTION OFFER CONDITIONS PRECEDENT
4.1 The Firm Intention Offer is made on the following terms:
4.1.1 the entire issued ordinary share capital of CIC comprises of
252 188 081 ordinary shares;
4.1.2 CIC shall be entitled, until 2 days prior to the actual
payment date in terms of the Scheme ("Actual Payment Date"),
to make future dividend payments to CIC Shareholders in the
normal course on the same basis as dividends have been
calculated and paid historically ("Normal Dividends"). The
Scheme Consideration will be reduced by all Normal Dividends
declared and/or paid, excluding the dividend of 7 cents
declared by CIC on 12 May 2010 which shall not reduce the
Scheme Consideration;
4.1.3 no payments to CIC Shareholders other than the Normal
Dividends will be declared or paid between the date of the
Firm Intention Offer Letter and the Actual Payment Date; and
4.1.4 the Scheme will be finally implemented by no later than 29
November 2010 or such later date as agreed between CIC and
Imperial in writing.
4.2 The Firm Intention Offer is subject to the fulfilment of the following
outstanding Firm Intention Offer conditions precedent:
4.2.1 by no later than the date of the issue of the Scheme
document, a statement is made by the majority of the
directors of CIC, entitled to vote and who are not
conflicted, that, given the circumstances and market
conditions prevailing at the date of the issue of the Scheme
document-
i. they have considered the terms and conditions of the
Scheme and at the date of the issue of the Scheme
document they are, given the circumstances and market
conditions and subject to the opinion of the party
which will be providing the appropriate independent
advice to the CIC Board, reasonably satisfied with the
terms and conditions of the Scheme;
ii. they intend to support the Scheme and to facilitate the
Scheme to the extent that a board of directors will
normally be required for purposes of the implementation
of a scheme;
iii. they intend to recommend that Scheme Members vote in
favour of the Scheme;
4.2.2 by no later than 31 August 2010, or such later date as may
be agreed between Imperial and CIC, the submission of merger
notices to the relevant Competition Authorities in South
Africa, Namibia, and if required, Botswana;
4.2.3 no dividend, distribution of any nature, or similar payment
other than the Normal Dividends will be declared between the
date of the Firm Intention Offer and the Actual Payment
Date;
4.3 Imperial will be entitled to waive 4.2.1 and 4.2.3, upon written
notice to that effect to CIC prior to the date of the fulfilment for
the relevant condition.
4.4 Imperial will be entitled to extend the date of the fulfilment of any
of the Firm Intention Offer conditions precedent (except for 4.2.2),
by 60 days in its own discretion upon written notice to that effect to
CIC, but shall not be entitled to extend the date later than the
aforesaid 60 day period without the prior written consent of CIC.
5 THE SCHEME CONDITIONS PRECEDENT
5.1 The Scheme is subject to the fulfilment of the following outstanding
Scheme conditions precedent:
5.1.1 the Scheme having been approved by a majority representing
not less than three-fourths of the votes exercisable by the
Scheme Members present and voting, either in person or by
proxy, at the Scheme meeting before or on 22 October 2010;
5.1.2 the relevant Court having sanctioned the Scheme before or on
3 November 2010;
5.1.3 a certified copy of the order of Court sanctioning the
Scheme having been registered by the Registrar in terms of
the relevant Companies Act before or on 19 November 2010;
5.1.4 the receipt of all necessary regulatory approvals required
to implement the Scheme, including, inter alia, the JSE
Limited ("JSE"), the SRP and the relevant Competition
Authorities (either unconditionally or subject to conditions
acceptable to both CIC and Imperial) by 16 November 2010;
5.1.5 no dividend, distribution of any nature, or similar payment
other than the Normal Dividends will be declared between the
date of the Firm Intention Offer and the Actual Payment
Date;
5.1.6 Deloitte and Touche or any other reputable auditing firm as
may be elected by Imperial, having certified before or on
the last date for the lodgement of the forms of proxy in
respect of the Scheme meeting ("the Proxy Date") that, as at
the date of such statement (which shall be dated the date
before the Proxy Date) there have not -
i. occurred any suspension or limitation of trading in
securities generally (for reasons other than
information technology or administrative disruptions)
on the JSE;
ii. been declared any banking moratorium by the relevant
authority in the Republic of South Africa as would
absolutely preclude the implementation of the Scheme;
or
iii occurred any declaration by the Republic of South
Africa of a national emergency or war or other calamity
or crisis the effect of which would absolutely preclude
the implementation of the Scheme; and
5.1.7 prior to the Actual Payment Date, CIC has not, except in
pursuance of a contract entered into earlier, undertaken any
of the actions referred to in Rule 19 of the SRP Code,
without the prior written consent of the SRP and of Imperial
which consent shall not unreasonably be withheld or delayed.
5.2 Imperial will be entitled to waive 5.1.6 and 5.1.7 upon written notice
to that effect to CIC prior to the date for the fulfilment of the
relevant Scheme condition precedent.
5.3 Imperial will be entitled to extend the date of the fulfilment of any
of the Scheme conditions, by 60 days in its own discretion upon
written notice to that effect to CIC, but shall not be entitled to
extend the date later than the aforesaid 60 day period without the
prior written consent of CIC.
6 OPINIONS AND RECOMMENDATIONS
The CIC Board or relevant board committee will appoint an independent
advisor acceptable to the SRP to provide the CIC Board with external advice
in regard to the Scheme and to make appropriate recommendations to the CIC
Board for the benefit of Scheme Members, as required in terms of the Code.
The substance of the external advice and the views of the CIC Board or
relevant board committee will be detailed in the circular that will be
posted to CIC shareholders.
7 DE-LISTING OF CIC FROM THE JSE
Following the implementation of the Scheme, an application will be made by
CIC for the termination of the listing of its issued share capital on the
JSE.
8 EXISTING HOLDING OF SHARES IN CIC
As at the date of this announcement, neither Imperial, any of its
directors, nor any person with whom it is acting in concert currently hold
or control any shares in CIC, nor do any of the foregoing have any options
to purchase any shares in CIC.
9 IRREVOCABLE UNDERTAKINGS
Scheme Members collectively holding, directly or indirectly, 202 065 766
Scheme Shares, representing 80.13% of the total issued share capital of
CIC, have irrevocably undertaken to vote in favour of the implementation of
the Scheme.
10 FURTHER DOCUMENTATION AND SALIENT DATES
Further details of the Scheme will be included in a circular to CIC
shareholders, containing, inter alia, a notice of the Scheme meeting, an
order of Court authorising the convening of the Scheme meeting, a form of
proxy and a form of surrender and transfer, which will, subject to the
approval of all regulatory authorities, be posted to CIC shareholders in
due course.
The salient dates in relation to the Scheme will be published prior to the
issuing of the aforementioned documentation.
11 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the release of this announcement, the cautionary announcement
referred to above is withdrawn and caution is no longer required to be
exercised by CIC shareholders when dealing in CIC`s shares.
13 July 2010
Transaction advisor and sponsor to CIC: PSG Capital (Proprietary) Limited
Legal advisors to CIC in Namibia: Engling Stritter Attorneys
Sponsor to Imperial: Merrill Lynch SA (Proprietary) Limited
Legal advisors to Imperial: Tugendhaft Wapnick Banchetti and Partners
Corporate advisor to Imperial: Investec Bank Limited
Communication advisor to Imperial: Brunswick Group LLP
Date: 13/07/2010 14:00:02 Produced by the JSE SENS Department.
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