| Fri 23 Feb 2001, 0:00 | | Announcement Regarding The Results Of The Revised |
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Cirio Alimentare S.p.A.
(Incorporated in Italy)
(Registration number 117205/2000)
("Cirio")
ANNOUNCEMENT REGARDING THE RESULTS OF THE REVISED CIRIO OFFER AND
NOTICE TO SHAREHOLDERS OF DEL MONTE ROYAL FOODS LIMITED ("Delfood")
REGARDING THE COMPULSORY ACQUISITION BY CIRIO OF ALL OUTSTANDING DELFOOD SHARES
1. ACCEPTANCES OF THE REVISED CIRIO OFFER
SG Hambros is authorised to announce that as at 16:00 on Thursday, 22 February
2001, the Revised Cirio Offer for Delfood shares had been accepted by Delfood
shareholders holding 187 722 307 Delfood shares, representing 92% of all of the
Delfood shares which are subject to the Revised Cirio Offer.
Taking into account the acceptances received from Delfood shareholders under
the Revised Cirio Offer as at 16:00 on Thursday, 22 February 2001, Cirio now
holds 325 784 998 Delfood shares comprising 95% of the entire issued share
capital of Delfood.
Delfood shareholders who have to date not accepted the Revised Cirio Offer, may
still do so until the closing date of the offer, being Monday, 5 March 2001
("the closing date"), by completing the form of surrender attached to and
forming part of the Revised Cirio Offer document issued on Thursday, 8 February
2001. The consideration due to such Delfood shareholders will be paid within
seven days of the Delfood share certificates, accompanied by the form of
surrender, being lodged with the transfer secretaries.
2. COMPULSORY ACQUISITION OF ALL OUTSTANDING DELFOOD SHARES
As the Revised Cirio Offer has been accepted by Delfood shareholders holding
more than nine-tenths (90%) of the Delfood shares which are subject to the
Revised Cirio Offer, Cirio is entitled to compulsorily acquire, in terms of
section 440K(1)(a) of the Companies Act, 1973 (Act 61 of 1973), as amended
("the Act"), the Delfood shares held by those Delfood shareholders who have not
accepted the Revised Cirio Offer on or before the closing date on the same
terms and conditions as applicable under the Revised Cirio Offer ("the
compulsory acquisition"). Cirio has elected to exercise this entitlement.
3. PROCEDURES FOR COMPULSORY ACQUISITION
Notice is hereby given, in terms of section 440K(1)(a) of the Act, that Cirio
wishes to compulsorily acquire all the Delfood shares in respect of which the
Revised Cirio Offer is not accepted ("the remaining Delfood shares").
The holders of the remaining Delfood shares reflected in the share register of
Delfood as shareholders who did not accept the Revised Cirio Offer on or before
the closing date ("the remaining Delfood shareholders") are accordingly
requested to surrender their Delfood share certificates or other documents of
title in accordance with the instructions contained in the form of surrender
which is attached to the compulsory acquisition notice to be sent to the
remaining Delfood shareholders ("the compulsory acquisition notice"), which
notice is expected to be posted on Friday, 23 February 2001.
The remaining Delfood shareholders who lodge their forms of acceptance in
accordance with the above, will be paid within seven days of the compulsory
acquisition becoming effective.
The remaining Delfood shareholders are entitled to make application to the High
Court of South Africa ("the Court") in terms of section 440K(1)(a) of the Act,
within six weeks of the date upon which the compulsory acquisition notice is
issued (i.e. Friday, 23 February 2001), seeking an Order that Cirio is not
entitled or bound to make the compulsory acquisition or requesting the Court to
impose conditions of acquisition different from those applicable to the Revised
Cirio Offer.
Upon the later of the expiry of the six week period referred to above or the
dismissal by the Court of any application made by any of the remaining Delfood
shareholders, Cirio shall be entitled and bound to compulsorily acquire from
the remaining Delfood shareholders their Delfood shares, in accordance with the
provisions of section 440K(1)(a) of the Act on the terms and conditions set out
in the Revised Cirio Offer. Accordingly, instruments of transfer signed by
Cirio shall be submitted to Delfood in terms of section 440K(2) of the Act and
the remaining Delfood shares will be transferred to Cirio.
Cash due to the remaining Delfood shareholders who do not return the form of
surrender will be held in trust by Delfood for the remaining Delfood
shareholders concerned and will be paid into a separate non-interest bearing
bank account with a banking institution registered under the Banks Act, 1990
(Act 94 of 1990).
4. SUSPENSION AND TERMINATION OF LISTING
The listing of the Delfood shares on the JSE Securities Exchange South Africa
("JSE") will be suspended from 16:00 on Friday, 23 February 2001. Once Cirio
has acquired the entire issued share capital of Delfood, formal application
will be made to the JSE to terminate the listing of the Delfood shares.
5. SALIENT DATES AND TIMES
2001
Compulsory acquisition notice sent to
remaining Delfood shareholders on Friday, 23 February
Suspension of listing at 16:00 on 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
Last day upon which remaining Delfood shareholders
may make application to Court on Friday, 6 April
6. 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
23 February 2001
Joint financial advisors to Cirio
SG Hambros Corporate Finance
JP Morgan
Corporate law advisors to Cirio
In South Africa
Taback & Associates (Pty) Ltd
(Registration number 2000/010434/07)
In Italy
Piergrossi Vila Manca Graziadei
Legal advisor to SG Hambros and JP Morgan
Cliffe Dekker Fuller Moore Inc
(Registration number 1998/018173/21)
Transfer secretaries
Mercantile Registrars Limited
(Registration number 1987/003382/06)
