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JSE
GEN
GEN - General - Mandatory offer extended by concert parties to the remaining
shareholders of Convergenet Holdings Limited: transaction between concert
parties
Shareholders of ConvergeNet Holdings Limited, registration number
1998/015580/06 ("ConvergeNet") are referred to the announcement published on
SENS and in the press on 22 February 2012 and 23 February 2012, respectively,
followed by the announcement published on SENS and in the press on 12 March
2012 and 13 March 2012, respectively (the "Announcements"), regarding the
unconditional mandatory offer extended by concert parties to the remaining
shareholders of ConvergeNet for an offer consideration of 26 cents per share,
in terms of section 123 of the Companies Act No. 71 of 2008, as amended (the
"Companies Act") (the "Offer"). A circular containing details of the Offer
was posted to shareholders on 19 March 2012 (the "Offer Circular").
Words and expressions herein shall have the same meanings as assigned to them
in the Announcements and the Offer Circular.
As detailed in the Offer Circular, certain dealings in the shares of Yellow
Star had resulted in an increase in the collective shareholding controlled by
the concert parties to approximately 42.46%, which shareholdings are held
either beneficially or indirectly by virtue of their respective shareholdings
in Yellow Star. M Cubed was also deemed by the Takeover Regulation Panel to
be a concert party in terms of the Takeover Regulations; however, M Cubed
will not be taking up any shares in terms of the Offer, and did therefore not
form part of the offeror.
M Cubed has entered into a deferred purchase agreement dated 25 April 2012
with certain of the concert parties, being Sheerprops and ASOF (the "Deferred
Purchase Agreement") in terms of which it will initially purchase 34.66% of
the issued share capital of Yellow Star shares from Sheerprops and ASOF, for
a total purchase consideration of R23 224 800, as at 1 April 2012, which
equates to approximately R266 951.73 per share (the "Purchase
Consideration"), to be divided between Sheerprops and ASOF on a pro rata
basis (the "Transaction"). The Purchase Consideration is subject to a price
escalation of 2% per month until all the conditions precedent to the Deferred
Purchase Agreement have been fulfilled. M Cubed will pay an amount of R10
million as a refundable deposit in terms of the Deferred Purchase Agreement.
Sheerprops and ASOF currently hold 97 (38.65%) and 31 (12.35%) shares in
Yellow Star, respectively.
The date for fulfilment of the conditions precedent to the Deferred Purchase
Agreement will be after the offer period closes, which is on Friday, 11 May
2012 (the "Closing Date"). Accordingly, the conclusion of the Deferred
Purchase Agreement will not result in a change in beneficial ownership of the
Yellow Star shares in question until the Closing Date and will not affect the
Offer in any respect.
The Transaction does not constitute a prohibited dealing or special
arrangement which is in contravention of section 127 of the Companies Act.
A circular regarding the Transaction will be posted to shareholders on or
about 3 May 2012 as an update to the Offer Circular.
Johannesburg
30 April 2012
Corporate Advisor to the Offeror: AfrAsia Corporate Finance (Proprietary)
Limited
Date: 30/04/2012 17:10:01 Produced by the JSE SENS Department.
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