| Fri 28 Jan 2011, 12:52 | | WEA - Wearne - Waiver of the requirement to make a mandatory offer in terms of |
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WEA
WEA
WEA - Wearne - Waiver of the requirement to make a mandatory offer in terms of
Rule 8.7 of the Securities Regulation Code on Takeovers and Mergers and the
rules of the Securities Regulation Panel
WG WEARNE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005983/06)
JSE code: WEA
ISIN: ZAE000078002
("Wearne" or "the company")
WAIVER OF THE REQUIREMENT TO MAKE A MANDATORY OFFER IN TERMS OF RULE 8.7 OF
THE SECURITIES REGULATION CODE ON TAKEOVERS AND MERGERS ("THE CODE") AND THE
RULES OF THE SECURITIES REGULATION PANEL ("SRP")
BACKGROUND
An announcement, dated 15 October 2010, advised shareholders that Wearne had
entered into an agreement ("sale of shares agreement") with Anco Besigheids
Trust ("Anco"), Willchrest Besigheids Trust ("Willchrest") and Portland
Readymix Trust ("PRT") (collectively "the vendors") in terms of which 56 616
370 ordinary shares ("sale shares") in the company held by the vendors will be
returned to the company ("specific repurchase") in exchange for the entire
issued share capital in Portland. For illustrative purposes, using the
closing share price for Wearne ordinary shares on the last practicable date
prior to the finsaliation of the relevant circular, of 23 cents per share, the
aggregate value of the specific repurchase will be R13 021 765.10
Wearne simultaneously entered into an agreement ("sale of business enterprise
agreement") regarding the sale of the business enterprise comprising Portion 8
of the Farm Hoogekraal No 1098, District of Bellville, Cape Town ("the
property") together with lease agreements with Portland Hollowcore Slabs (Pty)
Limited and Portland Readymix (Pty) Limited regarding tenancy of portions of
the property, to Scholgard (Pty) Limited ("Scholgard") for R30 million.
The transactions as contemplated in the abovementioned agreements are
indivisibly linked and are referred to as "the transaction".
The present share capital of Wearne consists of 250 091 619 shares of which 3
678 250 shares are held as treasury shares.
The "Wearne Family" holds 88 877 884 shares in the company, which constitutes
a holding of 36.06% of the shares entitled to vote and 35.54% of the total
shares in issue.
The specific repurchase will have the effect of reducing the issued share
capital of the company to 193 475 249 shares and, after deducting the 3 678
250 treasury shares, to 189 796 999 shares entitled to vote. This reduction
in the issued share capital results in the Wearne Family`s shareholding
increasing from 36.06% to 46.82% of the shares entitled to vote and from
35.54% to 45.94% of the shares in issue. As such, this constitutes an
"affected transaction" in terms of Rule 8.1 of the Code, as it is deemed to be
an acquisition of further shares in excess of 5% in a twelve month period.
WAIVER OF REQUIREMENT TO MAKE A MANDATORY OFFER
In terms of Rule 8 of the Code, an "affected transaction" requires a mandatory
offer to be made by parties considered to be "acting in concert" in terms of
the Code (i.e. the Wearne Family or "Offerors"), to all Wearne shareholders.
However, in terms of Rule 8.7 of the Code, the requirement for a mandatory
offer may be dispensed with by the SRP provided that a majority of independent
votes at a properly constituted meeting of the shareholders of Wearne are cast
in favour of a resolution waiving the requirement for a mandatory offer.
The SRP has advised that it is willing to consider an application to grant a
dispensation to the Offerors in terms of the Code, subject to Wearne
shareholders, who are independent from the Offerors, passing an ordinary
resolution in general meeting approving a waiver of their right to require the
Offerors to make such mandatory offer.
The pricing of the mandatory offer of 23 cents per share was determined with
reference to the closing price of Wearne shares on the JSE at the last
practicable date prior to the finalisation of the relevant circular. If the
waiver is not granted, the transaction will not take place, in which case the
Wearne Family will not be required to make the mandatory offer.
Prior to granting a dispensation in terms of the Code, the SRP will consider
any objections or representations (if any) made by parties as contemplated
below.
1. Any interested party who wishes to object to the dispensation shall have
10 (ten) calendar days from the date of this announcement to raise such
an objection with the SRP. Objections should be made in writing and
addressed to the "Executive Director, Securities Regulation Panel" at any
one of the following addresses:
Physical Postal Fax
1ST Floor, Building B PO Box 91833 +27 11 642 9284
Sunnyside Office Park Auckland Park
Princess of Wales Terrace 2006
Parktown, Johannesburg,
2193
2. Objections should reach the SRP by no later than close of business on 7
February 2011 in order to be considered.
3. If any submissions are made to the SRP within the permitted timeframe,
the SRP will consider the merits thereof and, if necessary, provide the
objectors with an opportunity to make representations to the SRP.
Thereafter, subject to the waiver at the general meeting being approved
by Wearne shareholders, the SRP will rule on the requirement for a
mandatory offer. Accordingly, a circular was sent to Wearne shareholders
today in terms of which they are being asked to vote in favour of the
waiver of the requirement for the Offerors to make such a mandatory
offer.
Sandton
28 January 2011
Designated Adviser
Vunani Corporate Finance
Date: 28/01/2011 12:52:01 Produced by the JSE SENS Department.
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