RRM INVESTMENT HOLDINGS LIMITED
(Formerly Minaco Granite & Marble Limited)
(Registration Number 1987/004368/06)
("RRM")
Offer to minority shareholders of RRM by way of a standby offer
1. Introduction
Shareholders of RRM were advised on 24 January 2001 that a consortium of
investors led by Usat Trust Limited ("the Consortium") had acquired 167 226 899
ordinary shares of RRM (approximately 91.2% of the issued ordinary share
capital), at a purchase price of 2.1 (two comma one) cents per RRM ordinary
share and 7 850 000 convertible preference shares of RRM (approximately 98.1%
of the issued convertible preference share capital), at a purchase price of
0.25 (zero comma two five) cents per RRM preference share. The purchase price
payable by the Consortium was settled in cash.
Pursuant to the change of control, and in accordance with the SRP Code, the
Consortium is obliged to extend an offer to all the minority shareholders to
acquire all or part of their RRM ordinary shares for an offer consideration of
2.1 (two comma one) cents per RRM ordinary share and all or part of their RRM
preference shares for an offer consideration of 0.25 (zero comma two five)
cents per RRM preference share. Since the announcement of intention to make the
mandatory offer, the shares of RRM have consistently traded on the Johannesburg
Stock Exchange ("JSE") above 2.1 cents per share. The Securities Regulation
Panel ("SRP") has therefore agreed that the offer may take the form of a
standby offer ("the standby offer") and has been furnished with proof of
funding in respect of the offer.
2. Terms of the Standby Offer
Standby Offer Consideration
In terms of the standby offer, minority shareholders will be entitled (but not
obliged) to sell their RRM ordinary shares to the Consortium for a
consideration of 2.1 (two comma one) cents per RRM ordinary share and to sell
their RRM preference shares for a consideration of 0.25 (zero comma two five)
cents per RRM preference share, net of all dealing costs, through transactions
on the JSE.
Period of the Standby Offer
The offer will be open for acceptances from 09:00 on 6 April 2001 and will
close at 16:00 on 2 May 2001.
Acceptance of the Standby Offer
Minority shareholders who wish to sell all or any of their RRM ordinary shares
at 2.1 cents per share or their RRM preference shares at 0.25 cents per share
on the above terms, should contact their stockbroker to sell their shares
through the JSE to Deutsche Securities, which will then purchase the shares on
behalf of the Consortium. Settlement of such transactions will be in accordance
with normal JSE settlement procedures.
The Consortium has undertaken to reimburse the relevant stockbroker, for the
benefit of the minority shareholder concerned, for selling costs incurred by a
minority shareholder who accepts the standby offer.
If any minority shareholder is in any doubt as to the action he or she should
take regarding the standby offer, particularly as the standby offer price is
currently lower than the market price, such minority shareholder should consult
his or her stockbroker, attorney, accountant or professional adviser.
Sandton
6 April 2001
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Registration number 1995/011798/07
Member of the JSE Securities Exchange South Africa
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