| Mon 13 Feb 2012, 16:01 | | CPN - Capricorn Investment Holdings Limited - Change in control and |
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CPN
CPN
CPN - Capricorn Investment Holdings Limited - Change in control and
mandatory offer to minorities
CAPRICORN INVESTMENT HOLDINGS LIMITED
(formerly Cenmag Holdings Limited)
(Registration Number 1987/004821/06)
("Capricorn" or "the company")
Share code: CPN ISIN: ZAE000149951
CHANGE IN CONTROL AND MANDATORY OFFER TO MINORITIES
INTRODUCTION
Shareholders are advised that Put and Call Option Agreements ("the
Agreement") were entered into on 20 June 2011 between Trinity Asset
Management (Proprietary) Limited ("TAM") and JC Herbst ("Herbst") and
between TAM and EM Greenblatt ("Greenblatt"), which agreements contemplate
first and second put and call options that are capable of being exercised at
13 cents per share, which first options expire 240 days after 21 June 2011
and which second options expire 360 days after 21 June 2011.
Greenblatt has exercised the first put option to sell 13 863 298 Capricorn
shares to TAM at 13 cents per share ("First Put Option"). The date of
exercise of this First Put Option by Greenblatt was on 9 February 2012. TAM,
who currently holds 20 954 118 Capricorn ordinary shares (being 34.99% of
the ordinary shares in Capricorn) will, after the exercise of the First Put
Option, hold 34 817 416 ordinary shares representing 58.14% in the issued
share capital of Capricorn. Accordingly, this constitutes a change in
control of Capricorn and an `affected transaction` in terms of the Takeover
Regulations of the Companies Act, 2008 (No 71 of 2008) ("the Act").
In addition, Greenblatt has also elected to exercise the second put option
to sell 7 082 547 Capricorn shares to TAM at 13 cents per share ("Second Put
Option"). TAM`s holding will therefore increase further to 41 899 963
ordinary shares representing 69.97% of the issued share capital of
Capricorn.
The `affected transaction` obliges TAM, being the Offeror, to make a
mandatory offer to minority shareholders of Capricorn to acquire their
Capricorn shares on similar terms to the shares purchased by TAM from
Greenblatt.
CHANGE IN CONTROL AND MANDATORY OFFER
TAM, as a consequence of the exercise of the options referred to above and
the subsequent acquisition of shares underlying these options, is required
to make a mandatory offer to all Capricorn minority shareholders at 13 cents
per share, being the same price at which the shares underlying the put
options, which were exercised, were acquired.
Russell Turner Attorney`s, acting on behalf of Capricorn, has provided a
cash confirmation to the Takeover Regulation Panel ("TRP") in accordance
with the Act, indicating that TAM has sufficient funds available to satisfy
the full acceptance of the mandatory offer.
SALIENT DATES OF THE MANDATORY OFFER
Shareholders are advised that details of the change in control, mandatory
offer and salient dates relating to the mandatory offer are to be contained
in the reverse listing circular to shareholders, which circular is being
finalised and is expected to be posted on or about 20 February 2012.
Johannesburg
13 February 2012
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 13/02/2012 16:01:01 Produced by the JSE SENS Department.
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