| Mon 6 Aug 2001, 0:00 | | Hosken Consolidated Investments Limited - Proposed |
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Hosken Consolidated Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
("HCI")
Proposed specific repurchase
1. Terms of the specific repurchase
ENF Sponsors (Proprietary) Limited is authorised to announce that agreement
has been reached between one of the controlling shareholders of HCI, namely
MIC Media Technology Holdings (Proprietary) Limited ("MIC") and the board of
directors of HCI ("the directors"), subject to the fulfillment of the
conditions precedent as indicated paragraph 5 below, that HCI will
repurchase from MIC, 12 820 000 HCI ordinary shares (being 3,29% of the
issued HCI ordinary shares) at a price of 350 per HCI ordinary share ("the
specific repurchase"), which shares will be cancelled in terms of sections
85 and 89 of the Companies Act, 1973 (Act 61 of 1973), as amended, and the
Listings Requirements of the JSE Securities Exchange South Africa ("JSE").
2. Rationale
MIC had intended HCI to be a long-term strategic investment vehicle. In
order, amongst other things, to diversify its investment portfolio, MIC has
agreed to conclude the disposal of a portion of its shareholding through the
specific repurchase.
3. Financial effects
The pro forma financial effects of the specific repurchase on net asset
value, net tangible asset value and headline loss per HCI ordinary share
before and after the specific repurchase are set out below:
Percentage
Per HCI ordinary share Notes Before After Increase/
Decrease
(%)
Net asset value (cents) 1 755 769 1,85
Net tangible asset 2 2 941 2 897 (1,50)
value (R'm)
Headline loss (cents) 3 54,9 57,8 (5,28)
Notes:
Based on 389 588 392 HCI ordinary shares in issue before the specific
repurchase and 376 768 392 HCI ordinary shares in issue after the specific
repurchase, based on the latest reported net asset value of HCI at 22 June
2001.
Based on the latest published net asset statement of HCI as at 22 June 2001.
Based on the audited HCI results for the year ended 31 March 2001. The
amount in the "After" column represents the earnings that would have accrued
per HCI ordinary share had the specific repurchase been effective on 1 April
2000 and an after tax funding cost of 9,79% per annum.
4. Funding of the specific repurchase
HCI intends to make use of its existing cash resources and facilities at an
after tax funding cost of 9,79% per annum to fund the specific repurchase.
The directors have satisfied themselves as to the liquidity and solvency of
HCI for the 12 month period immediately following the implementation date of
the specific repurchase.
5. Conditions precedent
The specific repurchase is subject to the fulfillment of the following
conditions precedent:
the approval of the specific repurchase by the JSE;
5.2 approval by the requisite majority of HCI shareholders in general
meeting
of the special resolution necessary to implement the specific repurchase;
and
5.3 registration of the special resolution with the Registrar of Companies.
6. Related party transaction
In terms of the Listings Requirements of the JSE, MIC is a related party to
HCI as MIC is a material shareholder of HCI. Accordingly, the HCI ordinary
shares owned by the NUM Consortium, comprising MIC and all of its concert
parties, will not be taken into account in determining a quorum at the
general meeting and the votes attaching to those shares will not be taken
into account in determining the results of the voting at such general
meeting. A fair and reasonable opinion from an independent advisor, namely
Fisher Hoffman PFK (Jhb) Inc, will be included in the circular to HCI
shareholders.
7. Documentation
A circular, which is subject to the approval of the JSE, containing full
details of the specific repurchase and convening the HCI general meeting at
which the special resolution required to implement the specific repurchase
will be proposed, will be posted to HCI shareholders within 28 days of this
announcement.
Durban
August 2001
Corporate law advisers and consultants
Edward Nathan & Friedland (Proprietary) Limited
Registration number 1999/026464/07)
Joint sponsor
Merrill Lynch South Africa (Proprietary) Limited
(Registration number 1995/001805/07)
Joint sponsor
ENF Sponsors (Proprietary) Limited
(Registration number 2000/027636/07)
Registered accountants and auditors
Fisher Hoffman PKF (Jhb) Inc
(Registration number 1994/001166/21)
Reporting accountants
Fisher Hoffman PKF (Jhb) Inc
(Registration number 1994/001166/21)
