HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
("HCI")
Termination of transaction
1. INTRODUCTION
It was announced on 30 January 2001 that HCI and its controlling shareholders
had entered into an agreement in terms of which, amongst other things, certain
purchases were agreed to, namely, a repurchase by HCI of 48,287,301 of the HCI
shares currently held by MIC Media Technology Holdings (Proprietary) Limited
and Mineworkers Social Benefit Trust ("the sellers") and a purchase by Sactwu
Investments Group (Proprietary) Limited ("SIG") of 22,148,986 of the HCI shares
currently held by the sellers ("the purchase transaction").
The purchase transaction was subject to the fulfilment of various suspensive
conditions ("conditions precedent").
A circular setting out details of the purchase transaction, incorporating a
notice of a general meeting to be held at 10h00 on Thursday 29 March 2001 ("the
general meeting"), was posted to HCI shareholders on 7 March 2001 ("the
circular").
It was also announced on 7 March 2001 ("the offer announcement") that, if the
purchase transaction became unconditional, the SACTWU Consortium (comprising
SIG, South African Clothing and Textile Workers Union and SACTWU Educational
Trust) would be obliged to make an offer to shareholders of HCI, other than the
sellers and the members of the SACTWU Consortium ("the minority shareholders")
to acquire all or any of the HCI shares held by them ("the offer").
The circular stated that the convening of the general meeting was subject to
the extension of the offer prior to the general meeting.
2. TERMINATION OF THE PURCHASE TRANSACTION AND OFFER TO HCI SHAREHOLDERS
The Board of directors of HCI ("the Board") has been informed that some of the
conditions precedent have to date not been fulfilled and that one particular
condition precedent will not be fulfilled. Accordingly, it is apparent to the
Board that the purchase transaction will therefore not be capable of
implementation as proposed in the circular.
In light of the aforegoing, the SACTWU Consortium will not be obliged to make
an offer to the minority shareholders and has therefore decided not to extend
the offer.
3. TERMINATION OF GENERAL MEETING
Due to the fact that not all of the conditions precedent will be fulfilled,
that the purchase transaction will not be capable of implementation, and more
particularly, that the offer has not been, and will not be extended prior to
the general meeting, the general meeting will no longer be held.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The cautionary announcement contained in the offer announcement is hereby
withdrawn.
Cape Town
27 March 2001
Corporate adviser
Mettle
Mettle Limited Reg. No. 1965/010057/06
Corporate Finance Division
Attorneys
Prinsloo, Tindle & Andropoulos Inc.
Attorneys
Sponsor
Merrill Lynch
Smith Borkum Hare
Merrill Lynch South Africa (Pty) Ltd
Registration No. 1995/001805/07
Member of the JSE Securities Exchange South Africa
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