Imperial - Firm Intention To Make An Offer For Tou
IMPERIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1946/021048/06)
("Imperial")
Firm intention to make an offer for Tourvest
1. Introduction
The directors of Imperial have resolved to make a formal offer to the
shareholders of Tourism Investment Corporation Limited ("Tourvest") to acquire
all or any part of their ordinary shares in Tourvest for a cash consideration
of 82,5 cents per share ("the offer").
Imperial does not currently have any interest in Tourvest. Certain directors
of Imperial own 1 727 557 shares in Tourvest.
2. Conditions precedent
The offer is conditional, inter alia, upon:
- the requisite regulatory approvals, including the Competition Commission; an
- the offer being accepted by the holders of not less than 50,1% of Tourvest's
issued share capital.
3. Rationale
Imperial has significant existing interests in the tourism industry through its
car rental, coach touring and inbound tourism businesses. The potential to
expand these interests through close co-operation with Tourvest would enhance
the operations of these businesses. In addition, the directors believe that
Imperial's influence and management contribution will have a positive effect on
the various operations within Tourvest.
4. Imperial's intentions regarding Tourvest
If the offer becomes unconditional, Imperial intends that:
- the board of Tourvest be reconstituted;
- the new board of directors of Tourvest will provide strategic input and
vision in building on the initiatives and strategies which have positioned
Tourvest as one of the region's premier tourism groups;
- the internationalisation process of Tourvest will be enhanced; and
- the listing of Tourvest on the JSE Securities Exchange South Africa ("the
JSE") will be maintained and Tourvest will be the vehicle through which
Imperial will consolidate and expand its non-vehicle inbound tourism interests.
5. Financial effects
The maximum cash amount which Imperial will outlay in terms of the offer is
R685,1 million, assuming a 100% acceptance of the offer. On this assumption,
the effect on the net asset value and earnings per share of Imperial is
insignificant.
6. Cash confirmation
The Securities Regulation Panel ("the SRP") has received confirmation that
Imperial has adequate funds available to honour its commitments in terms of the
offer.
7. Posting of offer document
The offer document will, subject to the approvals of the JSE and the SRP, be
dispatched to shareholders of Tourvest within 30 days.
Edenvale
25 April 2001
Financial adviser to Imperial
Imperial Bank
Sponsor to Imperial
Merrill Lynch South Africa (Pty) Ltd
Registered sponsor and
Member of the JSE Securities Exchange South Africa
Registration number 1995/001805/07
Attorneys to Imperial
Moss-Morris Inc.
(Registration number 94/08751/21)
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