Saambou/thuthukani - Change Of Control In Thuthuka
SAAMBOU HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/004170/06)
("Saambou")
THUTHUKANI GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/001699/06)
("Thuthukani")
CHANGE OF CONTROL IN THUTHUKANI AND REVISED OFFER TO MINORITY THUTHUKANI
SHAREHOLDERS
1. Introduction
Shareholders are referred to the press announcement on 16 January 2001
regarding a change of control in Thuthukani, and proposed offer to minority
Thuthukani shareholders at 65 cents per Thuthukani share by Saambou. Saambou
has now received the necessary authorisation from the South African Reserve
Bank to acquire Thuthukani and the Competition Commission has also confirmed
to Saambou that it does not have jurisdiction over Saambou's acquisition of
Thuthukani and therefore the offer to Thuthukani minority shareholders can
now proceed.
2. Revised terms of the offer
Saambou has undertaken to make the offer at 66,5 cents per Thuthukani share
in cash.
ABN AMRO Bank NV has confirmed to the Securities Regulation Panel ("SRP")
that Saambou has sufficient cash resources to honour its commitments in
terms of the revised offer to minority shareholders.
3. Financial effects
The table below sets out a comparison of the financial effects on the holder
of one Thuthukani share accepting the revised offer or of remaining a
shareholder of Thuthukani:
Not
accepting Accepting % change
the offer the offer if the offer
Notes (cents) (cents) is accepted
Headline earnings per share 1 3,99(a) 9,48(b) -
Net asset value per share 2 66,50(a) 19,30(b) 245
Market value per share 3 66,50(a) 62,00(b) 7
Notes:
1. (a) On the basis of accepting the offer and had the proceeds therefrom
been invested for the year ended 28 February 2001, at an after-tax rate of
6,0% per annum.
(b) The published audited headline earnings per share for Thuthukani for
the year ended 28 February 2001.
2. (a) Cash consideration per Thuthukani share, if minority offer is
accepted.
(b) The published audited net asset value per share at 28 February 2001.
3. (a) Cash consideration per Thuthukani share, if minority offer is
accepted.
(b) The closing price of Thuthukani's shares on the JSE Securities
Exchange South Africa ("JSE") on Friday, 8 June 2001.
4. Documentation
The offer circular, subject to approval by the JSE and the SRP, is in the
process of being finalised and will be dispatched to Thuthukani shareholders
in due course. Salient dates of the offer will be published in the press.
Pretoria
12 June 2001
Adviser and sponsor to Saambou
ABN-AMRO Securities (South Africa) (Pty) Ltd.
Registration number 1995/001231/07
Member of the JSE Securities Exchange South Africa
Sponsor to Thuthukani
ABN-AMRO Securities (South Africa) (Pty) Ltd.
Registration number 1995/001231/07
Member of the JSE Securities Exchange South Africa
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
