| Thu 18 Nov 2010, 17:50 | | MNY/CAT - Moneyweb /Caxton - Announcement regarding the formation of a voting |
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CAT MNY
CAT MNY
MNY/CAT - Moneyweb /Caxton - Announcement regarding the formation of a voting
pool and a mandatory offer to minority shareholders
MONEYWEB HOLDINGS LIMITED
(Incorporated n the Republic of South Africa)
(Registration number 1998/025067/06)
Share code: MNY ISIN: ZAE 000025409
("MoneyWeb or "the company")
CAXTON AND CTP PUBLISHERS AND PRINTERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/026616/06)
Share code: CAT ISIN: ZAE 000043345
Preference share code: CATP ISIN: ZAE 000043352
("Caxton")
ANNOUNCEMENT REGARDING THE FORMATION OF A VOTING POOL AND A MANDATORY OFFER TO
MINORITY SHAREHOLDERS
Shareholders are advised that an agreement has been entered into between Caxton,
which holds 32.87% of the issued share capital of MoneyWeb, various associates
of Caxton, which hold 2.20% of the company, and Dr. Andrew Smith (a director of
the company), Mvelaphanda Holdings (Proprietary) Limited and Isingqi Investment
Holdings (Proprietary) Limited, who together hold 18.87% of the company, to form
a voting pool which will control MoneyWeb with an aggregate shareholding of
53.95% (`the voting pool"). The formation of the voting pool was initiated by
Caxton and it will be the largest single shareholder in the voting pool.
The acquisition of the ordinary shares in Moneyweb and formation of the voting
pool constitutes an affected transaction in terms Rule 8 of the Securities
Regulation Code on Takeovers and Mergers issued by the Securities Regulation
Panel ("the SRP") and accordingly the voting pool is required to extend a
mandatory offer to the minority shareholders of the company. The highest price
at which any member of the voting pool acquired its shareholding in the company
in the last three months was 68 cents per share and Caxton (on behalf of the
voting pool) will therefore extend an offer to the minority shareholders of
MoneyWeb to acquire all or any of their shares for 68 cents per share ("the
offer"). Fluxmans Attorneys has confirmed to the SRP that Caxton has the cash
resources available to fulfill its commitments in terms of the offer should all
minority shareholders accept the offer. Caxton`s total potential exposure in
terms of the offer amounts to R24.5 million.
A circular to the shareholders of MoneyWeb (excluding the members of the voting
pool) containing the terms and conditions of the offer is being prepared and
will, subject to the approval of the SRP and the Johannesburg Stock Exchange, be
sent to such shareholders in due course ("the circular"). The board of directors
of MoneyWeb, excluding the representatives of the voting pool, will appoint an
independent advisor to provide it with an opinion on the offer and the text of
such opinion will be included in the circular.
By order of the boards
Johannesburg
18 November 2010
Designated Adviser to MoneyWeb
Vunani Corporate Finance
Sponsor to Caxton
Arcay Moela Sponsors (Proprietary) Limited
Date: 18/11/2010 17:50:01 Produced by the JSE SENS Department.
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