| Fri 16 Feb 2001, 0:00 | | Revised Offer By Cirio Declared Unconditional |
|
Cirio Alimentare S.p.A.
(Incorporated in Italy)
(Registration number 117205/2000)
("Cirio")
ANNOUNCEMENT TO SHAREHOLDERS OF
* DEL MONTE ROYAL HOLDINGS LIMITED ("Delhold");
* DEL MONTE ROYAL CORPORATION LIMITED ("Delcorp"); and
* DEL MONTE ROYAL FOODS LIMITED ("Delfood")
REGARDING THE REVISED CIRIO OFFER BEING DECLARED UNCONDITIONAL
1. INTRODUCTION
SG Hambros is authorised to announce that Cirio has received sufficient
acceptances of, and irrevocable undertakings to accept, the Revised Cirio Offer
to declare the Revised Cirio Offer unconditional in all respects.
2. REVISED CIRIO OFFER DECLARED UNCONDITIONAL
The Revised Cirio Offer was announced on 8 February 2001. In essence, the
Revised Cirio Offer was extended to all Delfood shareholders (including Delhold
and Delcorp shareholders who would become Delfood shareholders pursuant to the
unbundling of Delfood shares by Delhold and Delcorp) to acquire their Delfood
shares for a consideration of 600 cents per Delfood share, payable in cash. The
Revised Cirio Offer was conditional on Cirio obtaining in excess of 50% of the
shares in Delfood.
To date, Cirio has received acceptances of, and irrevocable undertakings to
accept, the Revised Cirio Offer in respect of 185,8 million Delfood shares,
representing 91% of the Delfood shares in respect of which the Revised Cirio
Offer was made. Cirio's interest in Delfood thus amounts to 323,9 million
Delfood shares, representing 94,7% of the issued shares in Delfood. The Revised
Cirio Offer has, accordingly, been declared unconditional with effect from
today, Friday, 16 February 2001.
3. PROCEDURES FOR ACCEPTANCE OF THE REVISED CIRIO OFFER
3.1 Acceptances received by 17:00 on Friday, 9 February 2001
Shareholders in Delhold, Delcorp and Delfood who lodged their forms of
acceptance and surrender in terms of the Original Cirio Offer before 17:00 on
Friday, 9 February 2001, are deemed to have accepted the Revised Cirio Offer.
Payment to such shareholders will be made by Friday, 23 February 2001.
3.2 Delhold and Delcorp shareholders accepting the Revised Cirio Offer
Shareholders in Delhold and Delcorp, registered as such on 9 February 2001, who
lodge their forms of acceptance in terms of the Revised Cirio Offer, will be
paid within seven days of the date on which their Delfood share certificates
(accompanied by a form of surrender) are lodged with the transfer secretaries.
Interest (approximating prevailing rates offered by South African commercial
banks) on the offer consideration due to such shareholders will accrue from
Friday, 16 February 2001 until the earlier of:
- the date on which their Delfood share certificates (accompanied by a form
of surrender) are lodged with the transfer secretaries; or
- 12 March 2001.
3.3 Delfood shareholders accepting the Revised Cirio Offer
Delfood shareholders who lodged their forms of acceptance and surrender in
terms of the Revised Cirio Offer by 17:00 on Friday, 16 February 2001 will be
paid the consideration due to them by Friday, 23 February 2001.
The consideration due to Delfood shareholders who lodge their forms of
acceptance and surrender in terms of the Revised Cirio Offer after 17:00 on
Friday, 16 February 2001 will be paid within seven days of the date on which
they lodge their acceptances in terms of the Revised Cirio Offer with the
transfer secretaries.
4. SALIENT DATES AND TIMES
2001
Revised Cirio Offer declared unconditional on Friday, 16 February
Payment of offer consideration to shareholders of
Delhold, Delcorp and Delfood who accepted the
Original Cirio Offer by 17:00 on Friday, 9 February 2001
by not later than Friday, 23 February
Revised Cirio Offer closes at 17:00 on Monday, 5 March
Last day for postal acceptances by 17:00 on Thursday, 8 March
Announcement of results of the Revised
Cirio Offer published on or about Friday, 9 March
5. 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
16 February 2001
Joint financial advisors to Cirio
SG Hambros Corporate Finance
JP Morgan
Corporate law advisors to Cirio
In South Africa
Tabacks
Transfer secretaries
Mercantile Registrars Limited
(Registration number 1987/003382/06)
Legal advisor to SG Hambros and JP Morgan
Cliffe Dekker Fuller Moore Inc.
(Registration number 1998/018173/21)
In Italy
Piergrossi Villa Manga Graziadei
