| Thu 3 May 2001, 0:00 | | Results Of The Offer By Hudaco To The Shareholders |
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Hudaco Industries Limited
(Incorporated in the Republic of South Africa)
(Registration number 1985/004617/06)
("Hudaco")
Elvey Security Technologies Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/010220/06)
("Elsec")
Results of the offer by Hudaco to the shareholders of Elsec to acquire their
shares and the compulsory acquisition by Hudaco of the remaining shares in Else
1 Unconditional offer
Grant Thornton Kessel Feinstein Corporate Finance (Proprietary) Limited is
authorised to announce that the offer made by Hudaco's nominated subsidiary,
Hudaco Trading Limited ("Hudaco Trading") to the shareholders of Elsec ("Elsec
shareholders") to acquire all of their shares in Elsec ("Elsec shares") ("the
offer") has been declared unconditional. The remaining suspensive conditions,
being Competition Commission approval and the acceptance of the offer by Elsec
shareholders holding more than nine tenths (90%) of the Elsec shares which were
the subject of the offer, were obtained on Thursday, 26 April 2001 and
Wednesday, 2 May 2001 respectively. In terms of the Securities Regulation Panel
Code, the offer will remain open for a further period of 14 days and will close
at 16:00 on Wednesday, 16 May 2001.
2 Results of the offer
The offer has been accepted by Elsec shareholders holding 48 814 933 Elsec
shares, representing 93,59% of the Elsec shares which were the subject of the
offer.
3 Surrender of share certificates or other documents of title Elsec
shareholders who have not already done so, may surrender their share
certificates or other relevant documents of title in respect of their Elsec
shares for either the consideration of 90 cents per Elsec share ("the cash
offer"), or the earn out offer as more fully described in the offer document
posted to Elsec shareholders on 22 March 2001 ("the earn out offer"), by no
later than Wednesday, 16 May 2001.
Cheques in respect of the offer consideration payable to Elsec shareholders
in terms of the cash offer and the earn out offer, excluding the additional
amount of the earn out offer based on the headline earnings per share of Elsec
and its subsidiaries, will be posted to Elsec shareholders within seven days of
such Elsec shareholders lodging their forms of acceptance and relevant
documents of title with the transfer secretaries.
4 Compulsory acquisition
As the offer has been accepted by Elsec shareholders holding more than nine
tenths (90%) of the Elsec shares which were the subject of the offer, Hudaco
Trading intends to compulsorily acquire the Elsec shares held by those Elsec
shareholders who have not accepted the offer by Wednesday, 16 May 2001 ("the
remaining Elsec shareholders") in terms of Section 440K of the Companies Act,
1973 (Act 61 of 1973), as amended ("the Act"). A notice in terms of section
440K(1) of the Act will be posted to the remaining Elsec shareholders on
Thursday, 17 May 2001 ("the notice"). In terms of the notice, Elsec
shareholders will once again be given the opportunity to accept either the cash
offer or the earn out offer.
The Elsec shares held by the remaining Elsec shareholders who do not surrender
their share certificates or other documents of title prior to Wednesday, 27
June 2001 (being six weeks from the date of the issue of the Section 440K
notice) or, if applicable, prior to the date of the dismissal of any
application to the High Court of South Africa ("the Court") made in terms of
Section 440K(1)(a) of the Act, whichever date is the later, will be
compulsorily acquired by Hudaco Trading for the cash offer. In this event, the
remaining Elsec shares will be transferred to Hudaco Trading and the
consideration in respect thereof, together with interest calculated from 27
April 2001 to the date of payment of such consideration, will be held in trust
by Elsec in a separate bank account for the benefit of the remaining Elsec
shareholders, pending the surrender of their share certificates or other
documents of title.
5 Suspension of listing
The listing of Elsec shares on the JSE Securities Exchange South Africa ("JSE")
will be suspended with effect from the commencement of business on Thursday, 17
May 2001. Subject to the Court not granting an order as contemplated in section
440K(1)(a) of the Act, an application will be made to terminate the listing of
Elsec shares on the JSE with effect from commencement of business on Thursday,
28 June 2001.
Johannesburg
3 May 2001
Transaction facilitators and corporate advisors
Grant Thornton Kessel Feinstein
Corporate Finance (Pty) Ltd
(Registration number 2000/002649/07)
Investment bank and sponsor to Hudaco
Nedcor Investment Bank
Attorneys to Hudaco
Werksmans Attorneys
Sponsor to Elsec
Appleton Corporate Finance
(Registration number 2000/002649/07)
Member of the Johannesburg Securities Exchange South Africa
Irish & Menell Rosenberg (Pty) Ltd
Trading as Appleton Securities
Attorneys to Elsec
Fluxman Rabinowitz Raphaely Weiner Inc Attorneys
