| Fri 15 Jun 2001, 0:00 | | Cfc/laser - Unconditional Offer |
|
Commercial Finance Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1944/000264/06)
("CFC")
The Laser Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1971/010431/06)
("Laser")
ANNOUNCEMENT REGARDING-
approval of transaction by Competition Authorities;
an unconditional offer by CFC to Laser minority shareholders; and
withdrawal of cautionary announcement.
INTRODUCTION
It was announced on SENS and in the press on Friday, 4 May 2001 ("the
announcement") that, subject to the requisite approval being obtained from
the Competition Authorities, 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")
have entered into a shareholders' agreement ("the shareholders' agreement")
which shall govern the future relationship of CFC and the Consortium as
shareholders of Laser.
APPROVAL OF COMPETITION AUTHORITIES
The Competition Authorities approved the control position assumed by CFC and
the Consortium with respect to Laser, as a result of the shareholders'
agreement, on Monday, 7 June 2001. Accordingly the shareholders' agreement
has become unconditional.
UNCONDITIONAL OFFER TO LASER MINORITIES
CFC and the Consortium currently hold 8 331 404 (32,9%) and 3 145 779
(12,4%) shares, respectively, in the issued share capital of Laser. The
combined holdings of CFC and the Consortium represent 45,3% of the issued
share capital of Laser. Accordingly, 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 is required to be made by CFC to Laser minority
shareholders ("the offer"). In terms of the SRP Code, the offer
consideration shall not be less than the highest price paid by CFC and the
Consortium for Laser shares within the 3 months preceding the date of the
announcement. The highest price paid amounts to 190 cents per Laser share
and accordingly the offer consideration has been set at 190 cents per Laser
share.
No intention to invoke provisions of Section 440K of the Companies Act
("Section 440K")
Section 440K entitles CFC and the Consortium to acquire those shares of the
Laser minority shareholders who do not accept the offer if acceptances are
received in respect of at least 90% of the Laser shares held by minority
shareholders. CFC and the Consortium have no intention to invoke the
provisions of Section 440K.
MAINTENANCE OF LISTING OF LASER ON THE JSE SECURITIES EXCHANGE SOUTH AFRICA
("JSE")
It is CFC's and the Consortium's intention to maintain the listing of Laser
on the JSE. Laser is currently listed under the Industrial-"Transport"
sector of the JSE lists. It is CFC and the Consortium's intention to
motivate to the JSE for a transfer of Laser's listing to the Industrial -
"Service" sector of the JSE lists. The service sector would more
appropriately reflect Laser's business activities and strategy.
DEMATERIALISATION OF LASER SHARE CERTICATES
Laser is in the process of dematerialising its shares in order to convert to
Share Transactions Totally Electronic ("STRATE"). Laser shareholders should
note that if they currently hold Laser share certificates, such certificates
do not have to be submitted for dematerialisation in order to accept the
offer. Holders of Laser share certificates who wish to have them
dematerialised should contact their duly appointed CSDP or broker, to advise
them on what action to take should they want to participate in the offer.
Dematerialisation and rematerialisation orders will not be processed during
the ten business days up to the record date.
SALIENT DATES AND TIMES
The salient dates and times of the offer are set out below. These dates and
times are subject to change and any changes will be announced in the press
and on SENS.
2001
Offer opens at 09:00 on Friday, 22
June
Last date to trade1 Friday, 6 July
Ex date2 Monday, 9 July
Record date3 Friday, 13
July
Offer closes at 11:00 on Friday, 13
July
Results of offer published on Thursday, 19
July
Notes:
The last business day to trade in Laser shares in order to settle by the
Record Date.
The first trading day after the last date to trade. All trades in Laser
shares from this day will exclude the right to participate in the offer
The last date on which to be registered as a Laser shareholder in order to
accept the offer.
FINANCIAL EFFECTS OF THE OFFER
The table below sets out the financial effects of the offer on the market
value, earnings per share ("EPS"), net asset value ("NAV") and net tangible
asset value ("NTAV") per Laser share:
Befor After - Chan After - Chang
e acceptin ge Not e
(cent g offer (%) accepting (%)
s) (cents) offer
(cents)
Market price per
Laser share:
Thursday, 3 May 200.0 190.0 (5.0 200.0 -
2001(1) )
30-day volume 204.5 190.0 (7.1 204.5 -
weighted average )
(2)
Friday, 15 June 300,0 190.0 (36, 300,0 -
2001 (3) 7)
EPS 93.4 14.1 (5) (85. 93.4 -
(4) 0)
NAV 367 190.0 (48. 367 -
(6) 2)
NTAV 247 190.0 (23. 247 -
(6) 1)
Notes:
Based on the closing price of Laser shares on the trading day prior to the
announcement.
Based on the volume weighted average closing price of Laser shares over the
30 days to Thursday, 3 May 2001 on which Laser shares were traded.
The closing price of Laser shares on the JSE on the last practicable date
prior to the publication of this announcement.
EPS for the 18 months ended 31 March 2001 (as extracted from Laser's audited
financial statements). (Laser has changed its financial year-end from 30
September to 31 March and, as such, the results for the period ended 31
March 2001 are for an 18 month period).
EPS in the "After - accepting offer" column assumes that the cash
consideration is invested at the call rate of 8,5% per annum for the full 18
month financial period ended 31 March 2001, less the maximum individual tax
rate applicable.
At 31 March 2001 as extracted from Laser's audited financial statements.
CONFIRMATION OF CASH RESOURCES
BoE Merchant Bank, a division of BoE Bank Limited, has confirmed to the SRP
that CFC has sufficient resources to honour its commitments in terms of the
offer.
OPINION OF THE BOARD OF LASER AND APPOINTMENT OF INDEPENDENT ADVISER
Moores Rowland, Charted Accountants (SA) has been mandated as independent
adviser to the Laser minority shareholders. Moores Rowland and the board of
Laser have considered the terms and conditions of the issue in terms of the
Listings Requirements of the JSE and are both of the opinion that the terms
of such offer are not fair and reasonable to the minority shareholders of
Laser.
DOCUMENTATION
A circular containing details of the offer, including the salient dates and
times and incorporating a form of acceptance, surrender and transfer, will
be posted to Laser minority shareholders on or about Friday, 22 June 2001.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders of Laser are advised that caution is no longer required when
dealing in Laser securities on the JSE.
Cape Town and Durban
18 June 2001
Corporate adviser to Sponsor to transaction
transaction BoE Securities (Pty)
BoE Merchant Bank Limited
Legal advisors to the Consortium
Bernadt Vukic Potash & Getz
Independent adviser to Laser Competition Law Attorneys
minorities Cliffe Dekker Fuller Moore
Moores Rowland
