| Mon 12 Sep 2011, 14:56 | | SFN/SFNP/IQG - Sasfin /IQuad - Disclosure by Iquad of disposal and |
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IQG SFN SFNP
IQG SFN
SFN/SFNP/IQG - Sasfin /IQuad - Disclosure by Iquad of disposal and
acquisition of securities and mandatory offer by Sasfin/withdrawal of
cautionary announcement
Sasfin Holdings Limited
(Incorporated In the Republic Of South Africa)
(Registration Number 1987/002097/06)
("Sasfin" or "the offeror")
Ordinary share code: SFN ISIN: ZAE000006565
Preference share code: SFNP ISIN: ZAE000060273
IQuad Group Limited
Incorporated in the Republic of South Africa
(Registration Number 2004/025177/06)
Share Code: IQG ISIN: ZAE000101622
("IQuad" or "the company")
JOINT ANNOUNCEMENT: DISCLOSURE BY IQUAD OF DISPOSAL AND ACQUISITION OF
SECURITIES AND MANDATORY OFFER BY SASFIN
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Sasfin and IQuad shareholders are advised that Sasfin has acquired
12 042 344 ordinary IQuad shares ("acquisition shares") from Paladin
Capital Financial Services Limited ("Paladin"), representing 42.9%
of the issued share capital of IQuad, at a price of 257 cents per
ordinary IQuad share ("the acquisition") and is in a position to
exercise the voting rights in respect of the acquisition shares.
In terms of section 123 of the Companies Act No 71 of 2008, as
amended ("the Companies Act") read with the Takeover Regulations
promulgated in terms of the Companies Act ("the Takeover
Regulations"), the acquisition represents a change in control of
IQuad and an affected transaction. The offeror is required to make a
mandatory offer to all IQuad shareholders other than Paladin ("the
IQuad minorities") on the same terms as the acquisition ("the
offer").
In terms of the acquisition, Sasfin has also entered into an option
agreement with Thembeka Capital Limited ("Thembeka") to acquire a
further 2 290 000 ordinary IQuad shares at a price of 257 cents per
ordinary IQuad share subject to the fulfilment, or waiver as the
case may be, of various conditions precedent, which include, inter
alia, approval by the relevant regulatory authorities, being the
Registrar of Banks and the Competition Authorities ("the option").
It is Sasfin`s intention to exercise the option following the
fulfilment of the conditions precedent.
It is the intention of the offeror to retain the listing of IQuad on
the Alternative Exchange of the JSE Limited ("JSE").
The offer will be implemented, subject to the conditions precedent
set out in paragraph 2.2 below, in terms of section 123 of the
Companies Act.
Prior to the offeror acquiring the acquisition shares and entering
into the option agreement, the offeror held no shares in IQuad
directly or indirectly.
2. TERMS AND CONDITIONS OF THE OFFER
The material terms and conditions of the offer will be as follows:
2.1 Offer consideration
The consideration payable by the offeror to the IQuad
minorities in terms of the offer will be 257 cents per ordinary
IQuad share. The offer consideration shall be settled in cash.
2.2 Conditions precedent to the offer
The offer will be subject to Sasfin receiving approval and
consent from all relevant regulatory authorities required to
implement the offer, which will include, inter alia, the
Takeover Regulation Panel, the Registrar of Banks and the
Competition Authorities.
3. RATIONALE
Sasfin is seeking to grow its non-banking assets through, inter
alia, the acquisition of businesses complementary to Sasfin`s
banking businesses. Significant cross selling opportunities exist
within the broader Sasfin group in terms of both potential corporate
and private clients, including in particular, existing clients
within Sasfin`s business banking, foreign exchange and rentals
divisions, which provide financing to corporate clients and its
healthcare consulting division, financial planning division and
stockbroking business which service the group`s private clients.
IQuad has a solid track record in performance and has proven systems
and procedures to take advantage of Sasfin`s networks to grow the
existing businesses of both IQuad and Sasfin.
4. FUNDING AND CASH CONFIRMATION
Sasfin Bank Limited has provided an irrevocable unconditional
guarantee to the Takeover Regulation Panel, in accordance with
regulations 111(4) and 111(5) of the Takeover Regulations, that
Sasfin has sufficient funds available to fulfil its financial
obligations in terms of the offer to the IQuad minorities.
5. APPOINTMENT OF INDEPENDENT EXPERT
In accordance with the Companies Act and the Takeover Regulations,
the independent sub-committee of the IQuad board ("the sub-
committee") will appoint an independent expert to advise and report
on the offer by way of a fair and reasonable opinion.
The independent expert`s full report as well as the opinion of the
sub-committee on the offer will be included in the offer circular to
be posted to IQuad shareholders in relation to the offer.
6. RESPONSIBILITY
The offeror and the IQuad board, to the extent that information
relates directly to IQuad:
- accept responsibility for the accuracy of the information
contained in this announcement;
- confirm that to the best of their respective knowledge and
belief, the information contained in this announcement is true
and correct; and
- confirm that this announcement does not omit anything likely to
affect the importance of the information contained in this
announcement.
7. FURTHER INFORMATION
IQuad shareholders will be advised of the important dates and times
of the offer in due course. A circular containing the full terms and
conditions of the offer is being prepared and will be issued to
shareholders in due course.
8. DISCLOSURE OF DISPOSAL AND ACQUISITION OF SECURITIES
In accordance with section 122 (3)(b) of the Companies Act and
section 3.83(b) of the JSE Listings Requirements, IQuad shareholders
are hereby advised that IQuad has received formal notification in
the prescribed form that Paladin has disposed of its entire interest
in the securities of the company.
Simultaneously, the company has been advised that Sasfin has
acquired an interest in the securities of the company, such that the
total interest in the securities of the company held by Sasfin is
42.9% of the total issued share capital of the company.
9. Categorisation of the transaction
In terms of the JSE Listings Requirements, the acquisition falls
below the threshold of a Category 2 transaction for Sasfin.
10. Withdrawal of the IQuad cautionary announcement
Pursuant to the release of this announcement, shareholders are no
longer required to act with caution when dealing in their IQuad
securities.
JOHANNESBURG
12 September 2011
Lead Sponsor to Sasfin
KPMG SERVICES (PTY) LTD
Sponsor and corporate advisor to Sasfin
Sasfin Capital
A division of Sasfin Bank Limited
Designated Advisor to IQuad
QuestCo Sponsors (Pty) Limited
Corporate Advisor to IQuad
PSG Capital (Pty) Ltd
Date: 12/09/2011 14:56:01 Produced by the JSE SENS Department.
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