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The Laser Group Limited
(Incorporated in The Republic of South Africa)
(Registration number 1971/010431/06)
("Laser")
Commercial Finance Company Limited
(Incorporated in The Republic of South Africa)
(Registration number 1944/00264/06)
("CFC")
ANNOUNCEMENT REGARDING-
* The conclusion of a shareholders' agreement ("the shareholders' agreement")
between CFC and a consortium representing the interests of a group of
individuals comprising persons responsible for the executive management of
Laser and Laser non-executive directors ("the Consortium") which agreement
shall govern the future relationship of CFC and the Consortium as shareholders
of Laser; and
* a further cautionary announcement.
INTRODUCTION
BoE Merchant Bank, a division of BoE Bank Limited ("BoE Merchant Bank"), is
authorised to announce that CFC and the Consortium have, subject to the
condition precedent set out in paragraph 4 below, concluded a shareholders'
agreement governing their future relationship as shareholders of Laser. CFC and
the Consortium currently hold 8 323 004 (32,8%) and 3 145 779 (12,4%) shares
respectively in the issued share capital of Laser. The combined holdings of CFC
and the Consortium represent 45,2% of the issued share capital of Laser.
Accordingly, and upon the fulfilment of the condition precedent, the conclusion
of the shareholders' agreement constitutes an affected transaction in terms of
the Securities Regulation Panel's Code on Take-overs and Mergers ("the SRP
Code"). Therefore, a mandatory offer will be required to be made by CFC to
Laser minority shareholders ("the offer"), pursuant to the fulfilment of the
condition precedent.
RATIONALE FOR THE TRANSACTION
CFC is currently an investment trust with portfolio holdings in sectors such as
financial services, retail and resources. CFC wishes to adopt a new strategy
whereby it will invest in companies that offer opportunities for achieving
superior growth and where CFC can play a proactive role in the affairs of these
companies by providing strong support as a controlling or directional
shareholder and assisting in strategy formulation and operations. Laser has
been identified as one such opportunity. Accordingly, CFC has accumulated a
stake in Laser on the open market of the JSE Securities Exchange South Africa
("the JSE"). Laser is a business services company that is engaged in the
business of outsourced solutions in logistics, supply chain management and
human resources. The shareholders' agreement provides CFC and the Consortium
with the opportunity to gain effective control of Laser.
3 PROPOSED TERMS OF THE OFFER
The SRP Code requires that the offer shall not be less than the highest price
paid by CFC or any person acting in concert with it for the preceding three
months. The highest price paid by CFC for Laser shares in the preceding three
months is 190 cents. Accordingly, CFC will offer to acquire all the Laser
shares held by Laser minority shareholders at a price of 190 cents per share.
CONDITION PRECEDENT
The conclusion of the shareholders' agreement constitutes a merger as defined
in the Competition Act, 1998 (Act 89 of 1998) and is subject to the requisite
approval being obtained from the Competition Authorities.
CONFIRMATION OF CASH RESOURCES
BoE Merchant Bank has confirmed to the SRP that CFC has sufficient resources to
discharge its obligations in terms of the offer.
ANNOUNCEMENT AND DOCUMENTATION
An announcement of the offer will be made in the press and on SENS and a
circular containing the salient details of the offer, and incorporating a form
of acceptance, surrender and transfer, will be posted to Laser shareholders
upon fulfilment of the condition precedent.
FURTHER CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement appearing on SENS and in the press on 22
March 2001, Laser shareholders are advised to continue to exercise caution when
dealing in their securities on the JSE until a further announcement is made.
Cape Town and Durban
3 May 2001
Corporate adviser to transaction
BoE Merchant Bank
Sponsor to transaction
BoE Securities (Pty) Limited
Legal advisors to the Consortium
Bernadt Vukic Potash and Getz
Independent adviser to Laser minorities
Moores Rowland
Attorneys
Cliffe Dekker Fuller Moore
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