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BOLTON INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/024557/06)
("Bolton Industrial Holdings")
Change of control of Bolton Industrial Holdings, minority offer to shareholders
of Bolton Industrial Holdings, acquisition of Wade Fibres (Proprietary) Limited
("Wade") and reconstitution of Bolton Industrial Holdings' Board of Directors.
The Board of Directors of Bolton Industrial Holdings is authorised to announce
that, further to the cautionary announcement dated 19 December 2000, the
following agreements have been concluded:
1. Change of control of Bolton Industrial Holdings
Dreamvision Consulting 3 (Proprietary) Limited acting as nominee for Ravenswood
8 (Proprietary) Limited ("Ravenswood") has acquired 3 386 959 (three million
three hundred and eighty six thousand nine hundred and fifty-nine) ordinary
Bolton Industrial Holdings shares from Cargo Carriers Holdings (Proprietary)
Limited for 14,5 cents per Bolton Industrial Holdings share ("the Bolton
acquisition"). All suspensive conditions relating to this change of control
have been fulfilled.
2. Minority offer
As a result of the Bolton acquisition, Ravenswood is required in terms of the
Securities Regulation Code on Take-overs and Mergers ("the Code") to extend an
offer to minority shareholders. Application will be made to the Securities
Regulation Panel ("SRP") for this offer to take the form of a standby offer in
terms of section 29(c) of the Code ("standby offer").
In these circumstances the SRP will only permit a standby offer to open at
least 2 (two) weeks after the approval by shareholders of the Wade acquisition.
3. Acquisition of Wade
Introduction
Agreement has been reached between Bolton Industrial Holdings and Ravenswood
for the acquisition from Ravenswood of Wade ("the Wade acquisition"). Wade is
involved in the manufacture and distribution of high technology fibres to the
South African and overseas markets. Wade has been strategically structured and
positioned to function as a technology composite fibre company providing
leading edge products and consultancy services to the composite industry. Wade
bases its technology on stitched mat and is the first company in Southern
Africa to produce stitched mat in a predominantly woven mat-based industry.
The SRP has agreed that no offer to minority shareholders will need to be made
pursuant to the Wade acquisition, as there will be no further change of control
as a result thereof.
Condition precedent
The Wade acquisition is subject to the approvals of the JSE Securities Exchange
South Africa ("JSE"), the SRP and shareholders in general meeting ("the general
meeting").
Related party
Ravenswood is a related party and will, accordingly, be precluded from voting
its shareholding at the general meeting when the shareholders will consider the
Wade acquisition. However, Ravenswood will not be precluded from voting in
respect of any resolutions other than those relating to the Wade acquisition.
Price and financial effects
The acquisition price is R37 500 000 which will be satisfied by the issue to
Ravenswood or its nominees of 37 500 000 ordinary shares of 1 cent each in the
capital of Bolton Industrial Holdings at a price of R1,00 per share. A fair and
reasonable opinion on the acquisition price for Wade will be included in the
circular to shareholders calling the general meeting.
The auditors and the company's advisers are in the process of calculating the
financial effects of the Wade acquisition. These will be communicated to
shareholders as soon as they are ready.
4. Continuation of listing and lifting of suspension
Shareholders' attention is drawn to the fact that it is uncertain at this stage
whether or not the JSE will allow the listing of Bolton Industrial Holdings to
continue following the Wade acquisition. In the event that the JSE does approve
the continued listing, it will not lift the suspension of the trading of the
shares of Bolton Industrial Holdings until the Wade acquisition has become
unconditional after the general meeting.
5. Reconstitution of Board of Directors
The Board of Directors of Bolton Industrial Holdings consisting of Messrs G H
Stein, S G Chilvers, G D Bolton and
M J Bolton have resigned and the following directors have been appointed:
Messrs E B le Roux, T S-Y Huang, A Carter,
B Graham* and M Ralston* (*Non-executive).
6. Change of name
Subject to the approval of shareholders, the name of Bolton Industrial Holdings
Limited will be changed to Wade Fibre Holdings Limited, or such other name as
is approved by the Registrar of Companies.
7. Circular to shareholders
A circular, which is subject to the approvals of the SRP and JSE, giving full
details of the acquisitions, the change of name of Bolton Industrial Holdings
and ancillary matters and calling a general meeting of shareholders to approve
the Wade acquisition will be mailed to shareholders within 30 days.
Johannesburg
28 February 2001
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