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BJM
BJM
BJM - Barnard Jacobs Mellet Holdings Limited - Announcement and cautionary
announcement
BARNARD JACOBS MELLET HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1995/004798/06)
JSE code: BJM
ISIN: ZAE000014262
("BJM" or "the Company")
ANNOUNCEMENT AND CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders of BJM ("Shareholders") are referred to the announcement dated
23 August 2010 regarding the disposal by BJM of the entire issued share
capital of BJM UK (a wholly owned subsidiary of BJM) to Religare Capital
Markets plc ("the UK Disposal") and the entire issued share capital of BJM
USA (a wholly owned subsidiary of BJM) to Religare Investment Holdings (UK)
Limited ("the USA Disposal"), subject to the fulfillment and/or waiver of
the suspensive conditions as set out in the announcement.
Shareholders are further referred to the announcement dated 17 August 2010
regarding the confirmation of the consideration in terms of the scheme of
arrangement in terms of section 311 of the Companies Act, 1973 (Act no 61
of 1973), as amended, proposed by FirstRand Limited ("FirstRand") between
BJM and its shareholders ("the Scheme"), in terms of which FirstRand
Investment Holdings (Proprietary) Limited ("FRIHL"), a wholly-owned
subsidiary of FirstRand, will acquire all of the shares in the issued share
capital of BJM, for a cash consideration of R4.50 per ordinary share in BJM
("BJM Shares") payable by FirstRand on behalf of FRIHL ("Scheme
Consideration") and the resolution by the board of directors of BJM ("the
Board") to pay a special dividend of 22 cents per BJM Share ("the Special
Dividend").
2. The USA Disposal
Shareholders are advised that BJM has become aware of circumstances which
will have a negative impact on the consideration payable in respect of the
USA Disposal. These circumstances are currently being investigated and a
further announcement may be made if necessary.
3. The Special Dividend
As a result of the negative impact on the consideration payable in respect
of the USA Disposal, the excess cash as contemplated in the announcement of
17 August 2010 is unlikely to be available. Accordingly, the Board has
rescinded its resolution to return such excess cash to shareholders by way
of a Special Dividend.
4. The Scheme
Shareholders are advised that FirstRand has been appraised of the
circumstances mentioned in paragraph 2 above. FirstRand has confirmed that
it does not believe that this will have an impact on the Scheme
Consideration and that it is still in full support of the Scheme.
5. Cautionary announcement
Shareholders are advised to exercise caution when dealing in the Company`s
securities until such time as a further announcement regarding the above is
made.
Johannesburg
10 September 2010
Sponsor:
Barnard Jacobs Mellet Corporate Finance (Proprietary) Limited
Date: 10/09/2010 08:58:01 Produced by the JSE SENS Department.
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