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(Incorporated in the Republic of South Africa)
(Registration number 1925/002833/06)
("Investec")
INVESTEC HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1985/005574/06)
("Inhold")
FEDSURE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/012384/06)
("Fedsure")
Revised terms for the acquisition of the Fedsure financial services and
insurance businesses and cautionary announcement for Fedsure shareholders
1. Introduction and Norwich merger
Further to the announcements published on 22 November 2000 and 27 December 2000
relating to the acquisition by Investec of the financial services and insurance
businesses of Fedsure ("the transaction"), shareholders of Investec and Fedsure
are advised that emerging from the finalisation of the year-end actuarial
valuation, there has been a reduction in the free assets position of Fedsure
Life Assurance Limited ("Fedlife") which, while adequately in excess of
statutory requirements, may impede the proposed transfer of the assets and
liabilities of Norwich Life South Africa Limited ("Norwich Life") into Fedlife
("the Norwich merger").
Accordingly, Investec has agreed to inject additional capital into Fedlife to
facilitate the completion of the Norwich merger.
2. Revised purchase consideration
The following adjustment to the purchase consideration has been agreed by the
boards of Investec and Fedsure.
The number of the Investec consideration shares has been reduced by an amount
of 2 456 124 Investec shares from 21 668 328 Investec shares to 19 212 204
Investec shares ("the revised Investec consideration shares"). The purchase
consideration will still include R250 million in cash in addition to the 19 212
204 Investec shares.
The revised Investec consideration shares will now equate to approximately 11,0
Investec shares (previously 12,4) for every 100 Fedsure shares, and will not be
subject to any further adjustment as a result of the Norwich merger.
Fedsure does not propose to declare a final dividend for the period ended 31
December 2000. However, Fedsure shareholders will still be entitled to
Investec's final dividend for the year ending 31 March 2001 in respect of that
portion of the Investec consideration shares distributed to them prior to the
declaration of the dividend.
3. Cautionary announcement for Fedsure shareholders
Fedsure shareholders were advised in the announcement dated 27 December 2000
that a portion of the consideration shares would be unbundled at a later stage.
There is a possibility that Fedsure will retain or sell a portion of these
shares in order to secure finance for, or settle the financing of, Fedsure
Healthcare, as well as to settle certain other contingent liabilities which
occurred prior to 31 December 2000 and for which Fedsure is responsible.
Fedsure shareholders are advised to continue to exercise caution when dealing
in their Fedsure shares, until a further announcement is made in this regard.
4. Results announcement and documentation
Details of Fedsure's results for the year ended 31 December 2000 will be
announced on Thursday 15 March 2001 and shortly thereafter a circular, which
will be subject to the requisite approvals of the JSE Securities Exchange South
Africa and Securities Regulation Panel, will be mailed to shareholders giving
full details of the terms and conditions of the transaction.
Johannesburg
9 March 2001
Merchant bank to Investec
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys to Investec
Jowell, Glyn & Marais Inc
(Registration number 1990/000849/21)
Sponsor
Investec Securities Limited
Member of the JSE
Registration No. 1972/008905/06
Merchant Bank to Fedsure
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
Attorneys to Fedsure
Werksmans Attorneys
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