| Thu 8 Feb 2001, 0:00 | | Cirio Alimentare S.p.a. - Revised Offer By Cirio T |
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Cirio Alimentare S.p.A.
(Incorporated in Italy)
(Registration number 117205/2000)
("Cirio")
REVISED OFFER BY CIRIO TO THE SHAREHOLDERS OF
* DEL MONTE ROYAL HOLDINGS LIMITED ("Delhold");
* DEL MONTE ROYAL CORPORATION LIMITED ("Delcorp"); and
* DEL MONTE ROYAL FOODS LIMITED ("Delfood"),
TO ACQUIRE THEIR ORDINARY SHARES IN DELFOOD (the "Delfood shares") FOR A CASH
CONSIDERATION OF 600 CENTS PER DELFOOD SHARE
1. INTRODUCTION
SG Hambros is authorised to announce that Cirio has decided to increase its
original offer to shareholders of Delhold, Delcorp and Delfood, announced on 13
December 2000 and which opened on 22 December 2000 (the "Original Cirio
Offer"), from 525 cents in cash per Delfood share or entitlement to a Delfood
share, to 600 cents in cash per Delfood share, conditional on Cirio obtaining
in excess of 50% of the shares in Delfood (the "Revised Cirio Offer").
The Revised Cirio Offer closes on 5 March 2001. Delhold, Delcorp and Delfood
shareholders who have lodged their forms of acceptance in terms of the Original
Cirio Offer with the transfer secretaries by 17:00 on 9 February 2001, will be
deemed to have accepted the Revised Cirio Offer and will be entitled to receive
the Revised Cirio Offer consideration in the event of it being declared
unconditional.
2. UNBUNDLING OF DELFOOD SHARES BY DELHOLD AND DELCORP
The unbundling of Delfood shares by Delhold and Delcorp was approved by Delhold
and Delcorp shareholders on 2 February 2001. As a result of the unbundling,
Delhold and Delcorp shareholders will receive one Delfood share for each
Delhold or Delcorp share held by them as at the record date, being 9 February
2001. New Delfood share certificates in this respect will be posted to Delhold
and Delcorp shareholders on or about 12 February 2001.
The Original Cirio Offer was conditional, inter alia, on the approval by the
shareholders of Delhold and Delcorp of special resolutions in respect of the
voluntary windings-up of Delhold and Delcorp. This condition has been
fulfilled to the satisfaction of Cirio.
As a result of the unbundling referred to above, the attention of the
shareholders is drawn to the procedures for acceptance of the Revised Cirio
Offer as set out in paragraph 6 below.
3. TERMS AND CONDITIONS OF THE REVISED CIRIO OFFER
The Revised Cirio Offer is being made to the shareholders of Delhold, Delcorp
and Delfood to acquire:
* in the case of Delhold shareholders, all or any of the Delfood shares which
they will receive as a result of the unbundling by Delhold, for a cash
consideration of 600 cents per Delfood share;
* in the case of Delcorp shareholders, all or any of the Delfood shares which
they will receive, as a result of the unbundling by Delcorp, for a cash
consideration of 600 cents per Delfood share; and
* in the case of Delfood shareholders, all or any of their Delfood shares for a
cash consideration of 600 cents per Delfood share,
in terms of section 440 of the Companies Act, 1973 (Act 61 of 1973), as amended
(the "Act").
The Revised Cirio Offer is conditional on Cirio obtaining sufficient
acceptances so that Cirio will hold in excess of 50% of the shares in Delfood.
The Revised Cirio Offer will close at 17:00 on 5 March 2001.
Should 90% or more, in aggregate, of the Delhold, Delcorp and Delfood
shareholders to whom the Original Cirio Offer and the Revised Cirio Offer is
being made, accept such offer, it is Cirio's intention to invoke section 440K
of the Act to compulsorily acquire the Delfood shares of those Delhold, Delcorp
and Delfood shareholders who elected not to accept the Original Cirio Offer or
the Revised Cirio Offer. Following such compulsory acquisition, application
will be made to the JSE Securities Exchange South Africa for the delisting of
Delfood.
4. CASH CONFIRMATION
The Securities Regulation Panel has received a bank guarantee from Standard
Corporate and Merchant Bank confirming that Cirio has sufficient facilities in
place to satisfy the full obligations of the Revised Cirio Offer.
5. FINANCIAL EFFECTS
The pro forma financial effects of the Revised Cirio Offer are set out below:
Increase/
Before After (Decrease)
Per Delfood share Notes (cents) (cents) (%)
Market value - 12 December 2000 1 370 600 62,2
Market value - volume weighted 2 414 600 44,9
Headline earnings -
six months to 30 June 2000 3 34,7 20,1 (42,1)
Net asset value - 30 June 2000 4 613 600 (2,1)
Notes:
1. The amount in the "Before" column is based on the closing market price of a
Delfood share on 12 December 2000, being the day prior to publication of
Cirio's firm intention to make the Original Cirio Offer. The amount in the
"After" column is based on an offer price of 600 cents per share.
2. The amount in the "Before" column is based on the volume weighted average
market price of a Delfood share for the 30 trading days ended 12 December 2000,
being the day prior to publication of Cirio's firm intention to make the
Original Cirio Offer. The amount in the "After" column is based on an offer
price of 600 cents per share.
3. The amount in the "Before" column is based on the most recent unaudited
consolidated interim results of Delfood for the six months ended 30 June 2000.
The amount in the "After" column represents the after-tax interest which
Delhold, Delcorp and Delfood shareholders would have earned had an amount
equivalent to the offer price of 600 cents per share been invested on 1 January
2000 at the six-month NCD rate of 11,3% as quoted by The Standard Bank of South
Africa Limited for the six months ended 30 June 2000, compounded monthly in
arrears, and assuming a tax rate of 42%.
4. The amount in the "Before" column is based on the unaudited consolidated net
asset value per Delfood share at 30 June 2000, after taking into account the
effect of the cash distribution of 14 cents per share announced on 2 July 2000.
The amount in the "After" column is based on the offer price of 600 cents per
share.
6. DOCUMENTATION AND PROCEDURES FOR ACCEPTANCE OF THE REVISED CIRIO OFFER
6.1 Documentation
Copies of this announcement together with forms of acceptance and surrender
will be posted to shareholders on 12 February 2001. The attention of
shareholders is drawn to the procedures for acceptance set out in 6.2 below.
6.2 Procedures for acceptance
6.2.1 Delhold and Delcorp shareholders
* Delhold and Delcorp shareholders who have lodged their forms of acceptance
and surrender in terms of the Original Cirio Offer with the transfer
secretaries by 17:00 on Friday, 9 February 2001, will be deemed to have
accepted the Revised Cirio Offer and will be entitled to receive the increased
cash consideration of 600 cents per Delfood share, should the Revised Cirio
Offer be declared unconditional. Payment will be made within seven days of the
Revised Cirio Offer being declared unconditional.
The Delfood share certificates due to such Delhold and Delcorp shareholders,
pursuant to the unbundling by Delhold and Delcorp, will not be posted to them
but will be held in escrow by the transfer secretaries pending the outcome of
the Revised Cirio Offer.
Should the Revised Cirio Offer not be declared unconditional, the Delfood share
certificates which have been held in escrow will be posted to the respective
Delhold and Delcorp shareholders by not later than 12 March 2001.
* Delhold and Delcorp shareholders who lodge their forms of acceptance in terms
of the Revised Cirio Offer will be paid the offer consideration of 600 cents
per Delfood share, should the Revised Cirio Offer be declared unconditional,
within seven days of the later of:
- the date on which the Revised Cirio Offer is declared unconditional; or
- the date on which the Delfood share certificates (accompanied by a form of
surrender) are lodged with the transfer secretaries.
Interest on the offer consideration will accrue from the date on which the
Revised Cirio Offer is declared unconditional until the earlier of:
- the date on which the Delfood share certificates (accompanied by a form of
surrender) are lodged with the transfer secretaries; or
- 12 March 2001.
6.2.2 Delfood shareholders
* Delfood shareholders who have lodged their forms of acceptance and surrender
in terms of the Original Cirio Offer with the transfer secretaries by 17:00 on
Friday, 9 February 2001, will be deemed to have accepted the Revised Cirio
Offer and will be entitled to receive the increased cash consideration of 600
cents per Delfood share, should the Revised Cirio Offer be declared
unconditional. Payment will be made within seven days of the Revised Cirio
Offer being declared unconditional.
* Delfood shareholders who lodge their forms of acceptance and surrender in
terms of the Revised Cirio Offer will be paid the offer consideration of 600
cents per Delfood share, within 7 days of the later of:
- the date on which the Revised Cirio Offer is declared unconditional; or
- the date on which the Delfood share certificates (accompanied by a form of
acceptance and surrender) are lodged with the transfer secretaries.
7. MATERIAL CHANGES IN INFORMATION PUBLISHED IN THE ORIGINAL CIRIO OFFER
CIRCULARS
At 20 December 2000, being the last practicable date prior to the publication
of the circulars dealing with the Original Cirio Offer ("the Original Cirio
Offer circulars"), Cirio held an effective interest of 38% in Delfood. During
the period from 21 December 2000 to 6 February 2001, being the last practicable
date prior to the publication of this announcement, Cirio increased its
effective interest in Delfood to 40,34% through purchases on the open market.
The highest price paid by Cirio for such purchases was 525 cents per share.
To the best of Cirio's knowledge, there have been no material changes to any
information published in the Original Cirio Offer circulars, other than as set
out in this announcement.
8. SALIENT DATES AND TIMES
2001
Revised Cirio Offer announcement, together with the
appropriate forms of acceptance and surrender, posted to
shareholders of Delhold, Delcorp and Delfood on 12 February
Revised Cirio Offer closes at 17:00 on 5 March
Last day for postal acceptances by 17:00 on 8 March
Announcement of results of the Revised Cirio Offer
published on or about 9 March
9. ENQUIRIES
Cirio
Filippo Fucile, financial director +3906 42176286.
SG Hambros
Frank D'Amico, director corporate finance +2711 784 5050.
Stephan du Plessis, director corporate finance +2711 784 5050.
Tabacks
Rupert Smith, director +2711 483 1571.
Johannesburg
8 February 2001
Joint financial advisors to Cirio
SG Hambros
Corporate Finance
JP Morgan
Transfer secretaries
Mercantile Registrars Limited
Reg. No. 1987/003382/06
Corporate law advisors to Cirio
In South Africa
Taback & Associates (Pty) Ltd
In Italy
Piergrossi Villa Manca Graziadei
