| Wed 4 Apr 2012, 7:05 | | CVI - Capevin Investments Limited - Capevin firm intention announcement |
|
CVI
CVI
CVI - Capevin Investments Limited - Capevin firm intention announcement
Capevin Investments Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1979/007263/06
Share Code: CVI
ISIN Code: ZAE000136446
("Capevin Investments" or "CVI")
Capevin Holdings Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1997/020857/06
("Capevin Holdings" or "CVH")
JOINT ANNOUNCEMENT OF THE FIRM INTENTION OF CAPEVIN HOLDINGS TO MAKE AN OFFER TO
ACQUIRE ALL THE ORDINARY SHARES IN CAPEVIN INVESTMENTS, NOT ALREADY HELD BY
CAPEVIN HOLDINGS, BY WAY OF A SCHEME OF ARRANGEMENT
1 INTRODUCTION
1.1 Shareholders are hereby advised that CVH has submitted a letter to the
board of directors of CVI ("the CVI Board"), confirming CVH`s firm
intention to make an offer to acquire all ordinary shares in CVI, not
already held by CVH, by way of a scheme of arrangement ("the Scheme")
("the Firm Intention Offer").
1.2 The purpose of this Announcement is to advise CVI shareholders of the
terms and conditions of the Firm Intention Offer.
2 RATIONALE FOR THE FIRM INTENTION OFFER
2.1 The rationale for the Firm Intention Offer is that CVH wishes to
simplify the shareholding structure of the CVH group of companies in
order to, inter alia, clear up confusion in the market between CVI and
CVH and to create more liquidity in the shares of CVH (and effectively
CVI).
2.2 Due to the nature of certain commercial arrangements to which Distell
Group Limited is a party, including certain trademark agreements, the
retention of CVH as the ultimate holding company is required to remain
in place and therefore CVH cannot be collapsed into CVI.
3 MECHANICS OF THE SCHEME
3.1 The Scheme will constitute an "affected transaction" as defined in
section 117(c) of the Companies Act, 2008 ("the Companies Act") and
will be regulated by the Companies Act, the Companies Regulations,
2011 ("the Companies Regulations") and the Takeover Regulation Panel
("TRP").
3.2 The Scheme will be implemented in terms of section 114 of the
Companies Act, proposed by the CVI board, between CVI and its
shareholders other than CVH.
3.3 The Firm Intention Offer will be subject to the condition precedent
set out in paragraph 4.2 below ("the Firm Intention Offer Condition").
3.4 The Scheme will be subject to the conditions precedent set out in
paragraph 5.1 below ("the Scheme Conditions").
4 THE FIRM INTENTION OFFER
4.1 Material terms of the Firm Intention Offer
4.1.1 The Firm Intention Offer will be made on the basis that -
4.1.1 1 CVH will acquire all ordinary shares in CVI not already held by
CVH, being 20 580 000 CVI shares ("Scheme Shares");
4.1.1.2 following the implementation of the Scheme, CVI will be a wholly
owned subsidiary of CVH;
4.1.1.3 once the Firm Intention Offer Condition and the Scheme Conditions
have been fulfilled and the Scheme is implemented, CVI
shareholders will receive the scheme consideration of 21 CVH
shares for each Scheme Share disposed of in terms of the Scheme,
rounded to the nearest whole number and credited as fully paid
("the Scheme Consideration");
4.1.1.4 the Scheme Consideration will not have a cash alternative;
4.1.1 5 CVI will be delisted from the JSE after implementation of the
Scheme;
4.1.1 6 CVH will be listed on the JSE on the implementation date of the
Scheme; and
4.1.1 7 the Scheme Consideration will be issued on market as listed
shares.
4.1 2 The Scheme Consideration has been calculated on a like-for-like
basis, based on the see through value per share in Distell Group
Limited attributable to both CVI and CVH shareholders, as
adjusted for transaction costs, the majority of which will be
incurred by CVH.
4.2 FIRM INTENTION OFFER CONDITION
4.2 1 The posting of the circular to CVI shareholders, other than CVH,
in relation to the Scheme ("Circular") is subject to the
fulfilment of the Firm Intention Offer Condition that, by no
later than 30 June 2012, all requisite approvals having been
received from the JSE Limited, the TRP and the Financial
Surveillance Department of the South African Reserve Bank for the
posting of the Circular, to the extent required.
4.2.2 The Firm Intention Offer Condition cannot be waived.
4.2.3 CVH will be entitled to extend the date for the fulfilment of the
Firm Intention Offer Condition, by up to 30 days, in its own
discretion, upon written notice to CVI, but shall not be entitled
to extend the date to a date later than the aforesaid 30 day
period without the prior written consent of CVI.
5 THE SCHEME CONDITIONS
5.1 The Scheme will be subject to (and will become operative on the
relevant operative date) upon the fulfilment of the following
conditions precedent on or before 31 August 2012 -
5.1.1 the approval by the requisite majority of CVH shareholders
required in order for CVH to adopt a new Memorandum of Incorporation,
to convert its par value shares into no par value shares, to increase
its number of authorised shares and to obtain the required approval
from its shareholders for the proposed issue of shares to CVI
shareholders;
5.1.2 the approval of the Scheme by the requisite majority of CVI
shareholders as contemplated in section 115(2)(a) of the Companies
Act, and: (a) to the extent required, the approval of the
implementation of such resolution by a High Court in terms of section
115(2)(c) of the Companies Act; and (b) if applicable, CVI not
treating the aforesaid resolution as a nullity, as contemplated in
section 115(5)(b) of the Companies Act;
5.1.3 in relation to any objections to the Scheme by CVI shareholders:
5.1.3.1 that no CVI shareholders give notice objecting to the Scheme, as
contemplated in section 164(3) of the Companies Act, and vote against
the resolution proposed at the general meeting to approve the Scheme
("the General Meeting"); or
5.1.3.2 if CVI shareholders give notice objecting to the Scheme, as
contemplated in section 164(3) of the Companies Act, and vote against
the resolution proposed at the General Meeting, that CVI shareholders
holding no more than 5% of all Scheme Shares eligible to be voted at
the General Meeting give such notice and vote against the resolutions
proposed at the General Meeting; or
5.1.3.3 if CVI shareholders holding more than 5% of all Scheme Shares
eligible to vote at the General Meeting give notice objecting to the
Scheme, as contemplated in section 164(3) of the Companies Act, and
vote against the resolution proposed at the General Meeting, that the
relevant CVI shareholders do not exercise their appraisal rights, by
giving valid demands in terms of sections 164(5) to 164(8) of the
Companies Act within thirty business days following the General
Meeting, in respect of more than 5% of the Scheme Shares eligible to
be voted at the General Meeting;
5.1.4 in respect of the implementation of the Scheme and only to the
extent that same may be applicable, the approval of the JSE Limited,
the TRP and any other relevant regulatory authorities (either
unconditionally or subject to conditions acceptable to CVH).
5.2 The Scheme Conditions in paragraphs 5.1.1, 5.1.2 and 5.1.4 cannot be
waived.
5.3 The Scheme Condition in paragraph 5.1.3 may be waived by CVH upon
written notice to CVI, prior to the date for fulfilment of the
relevant Scheme Condition.
5.4 CVH will be entitled to extend the date for the fulfilment of any of
the Scheme Conditions, by up to 60 days, in its own discretion, upon
written notice to CVI, but shall not be entitled to extend the date to
a date later than the aforesaid 60 day period without the prior
written consent of CVI.
6 SHAREHOLDING IN CVI, ACTING AS PRINCIPAL, UNDERTAKINGS AND OPTIONS
6.1 CHV confirms that it holds 21 420 000 CVI shares, equal to 51% of the
issued share capital of CVI.
6.2 CVH confirms that it is the ultimate prospective purchaser of the
Scheme Shares and is acting alone and not in concert with any party.
6.3 No CVI has shareholder has provided any undertaking to vote in favour
of the Scheme.
6.4 No CVI shareholder has provided CVH with an option to acquire their
shareholding in CVI.
7 SUFFICIENT SECURITIES
Subject to the fulfilment of the condition set out in paragraph 5.1.1, CVH
will have sufficient shares available to settle the Scheme Consideration
payable to CVI shareholders in terms of the Scheme.
8 PRO FORMA FINANCIAL EFFECTS ON CVI SHAREHOLDERS
The unaudited pro forma financial effects on CVI shareholders are the
responsibility of the CVI directors and have been prepared for illustrative
purposes only to provide information about how the Scheme may affect the
financial position of the CVI shareholders. The pro forma financial effects
on CVI shareholders have been calculated in respect of 1 CVI share held
before the Scheme and 21 CVH shares held after the Scheme.
The pro forma financial effects are presented for illustrative purposes
only and, because of their nature, may not fairly present the actual
financial effects of the Scheme on CVI shareholders.
CVI shares before CVH shares after Change
the Scheme the Scheme
Notes 1 2
Number of shares 1 21
Attributable earnings 537.5 537.6 0.0%
per share - basic and
diluted (cents)
Headline earnings per 535.4 535.5 0.0%
share - basic and
diluted (cents)
Net asset value per 4 334.9 4 338.6 0.1%
share (cents)
Notes and assumptions:
1 The financial information in the "CVI shares before the Scheme" column
are based on the financial information extracted, without adjustment,
from CVI`s interim results for the six months ended 31 December 2011.
2 The financial information in the "CVH shares after the Scheme" column
are based on the financial information extracted from CVH`s interim
results for the six months ended 31 December 2011, adjusted for the
effects of the Scheme, which include, inter alia, once off capitalised
transaction costs of R3 million, acquiring the remaining 49% of CVI
and the issuing of a total of 432 180 000 CVH shares in settlement of
the Scheme Consideration.
9 INDEPENDENT BOARD, OPINION AND RECOMMENDATIONS
In order to comply with the requirements of the Companies Regulations
relating to the composition of an independent board, Messers R Jansen and J
Hugo have been co-opted as independent non-executive directors to the CVI
Board, with effect from 3 April 2012 and until the next annual general
meeting.
In accordance with the Companies Regulations, an independent CVI board has
been appointed by the CVI Board comprising of the Messers A E vZ Botha, R
Jansen and J Hugo ("Independent Board").
The Independent Board will appoint an independent expert acceptable to the
TRP to provide the Independent Board with external advice in regard to the
Scheme and to make appropriate recommendations to the Independent Board for
the benefit of CVI shareholders. The substance of the external advice and
the opinion of the Independent Board on the Scheme will be detailed in the
Circular.
10 FURTHER DOCUMENTATION AND SALIENT DATES
Further details of the Scheme will be included in the Circular that will be
sent to CVI shareholders, containing, inter alia, a notice of the Scheme
meeting, a form of proxy and a form of surrender and transfer, which will,
subject to the fulfilment of the Firm Intention Offer Condition, be posted
to CVI shareholders in due course.
The salient dates in relation to the Scheme will be published prior to the
issuing of the aforementioned documentation.
11 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the release of this firm intention announcement, the cautionary
announcement that was published by CVI on 14 March 2012 is hereby withdrawn
and caution is no longer required to be exercised by CVI shareholders when
dealing in CVI shares.
12 INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board accepts responsibility for the information contained
in this announcement which relates to CVI and confirms that, to the best of
its knowledge and belief, such information which relates to CVI is true and
the announcement does not omit anything likely to affect the importance of
such information.
13 CVH BOARD RESPONSIBILITY STATEMENT
The board of directors of CVH accepts responsibility for the information
contained in this announcement which relates to CVH and confirms that, to
the best of its knowledge and belief, such information which relates to CVH
is true and the announcement does not omit anything likely to affect the
importance of such information.
Stellenbosch
4 April 2012
PSG Capital (Proprietary) Limited: Transaction adviser and sponsor to Capevin
Investments
Cliffe Dekker Hofmeyr Inc: Transaction attorneys
Date: 04/04/2012 07:05:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
