| Thu 20 Sep 2001, 0:00 | | Fedsure Holdings Limited - Unbundling Announcement |
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Fedsure Holdings Limited
Reg No 1969/012384/06
Share Code: FDS ISIN Code: ZAE000002622
Unbundling announcement
On 13 June 2001 Fedsure Holdings Limited ("Fedsure") announced that the
first tranche of shares in the unbundling process would be distributed to
Fedsure shareholders registered as such on 15 June 2001. Pursuant thereto 11
415 437 of the 19 212 204 Investec Group Limited ("Investec") shares
received by Fedsure for the disposal of its financial services and insurance
business were distributed to shareholders.
It was further reported that the remaining Investec shares (7 796 767) held
by Fedsure, less any shares sold or retained in respect of certain
guarantees, liabilities, obligations and contingent liabilities would be
unbundled in a subsequent tranche or tranches.
The purpose of this announcement is to provide details of a second tranche
of shares in the unbundling process and to update shareholders on the
progress of the Fedsure Healthcare ("Healthcare") disposals, and Fedsure's
remaining obligations and potential obligations.
Healthcare disposals and closures
Medicross, Ampath, Mediscor, GPNet, IQHealth and OCSA were disposed of for
an aggregate consideration of R297m. All conditions precedent have been met
with regard to the Medicross, Ampath, IQHealth and OCSA transactions. The
disposal of Mediscor is still subject to Competition Board approval. The
disposal of GPNet is subject to the existing shareholders waiving their pre-
emptive rights. The remaining assets within Healthcare, which are not deemed
material, are Qdot and a 10% holding in Mediswitch. Proposals are currently
being considered for these businesses.
The medical scheme funding and administration business, Fedsure Health, is
in the process of being closed. All administration functions were
successfully transferred to Medscheme with effect from 1 August 2001. Staff
retrenchments and transfers to Medscheme have been completed, and other
closure tasks, including lease and contract cancellations and fixed assets
disposals are progressing as planned.
Second unbundling
As a result of the above disposals, a second tranche of 3 940 000 Investec
shares
("2nd unbundling") will be unbundled to Fedsure shareholders in the ratio of
2,25 Investec shares for every 100 Fedsure shares held. The salient dates
are set out below:
Salient dates
2001
Fedsure shareholders registered at the close of business on
(the "record date") Friday, 12 October
The Fedsure shares trade "ex rights"
in respect of the unbundling
on the JSE Securities Exchange
South Africa (JSE) and the
Namibia Stock Exchange (the NSX) Monday, 15 October
Effective date of the unbundling Monday, 15 October
Investec share certificates and
cheques in respect of fractional
entitlements in relation to the
unbundling posted on or about Wednesday, 17 October
In order to participate in the
unbundling Fedsure shareholders
who have acquired Fedsure shares
which have not yet been
registered in their names should
ensure that such registration
takes place before ("last day to
register") Friday, 12 October
Finalisation of Fedsure's activities
It is envisaged that Fedsure will make one further distribution of Investec
shares ("final unbundling"). This will equal the number of Investec shares
remaining after the 2nd unbundling
(3 856 767), less any shares sold to satisfy guarantees, liabilities,
obligations and contingent liabilities of Fedsure ("obligations"). As at the
date of this announcement 1 503 662 Investec shares have been sold to meet
these obligations.
In the circular to shareholders dated 30 March 2001 reference was made to
certain remaining liabilities and contingent liabilities which would exist
after the disposal of the Healthcare assets and the finalisation of the TMA
Fund deficit. In respect of Healthcare the estimated liability was R280
million and in respect of TMA it was R75 million. Shareholders are advised
that these estimated liabilities are unlikely to be exceeded as the
Healthcare assets have been disposed of at expected levels and the audited
TMA Fund deficit has been determined at R70 million.
Investec has intimated additional claims against Fedsure relating to TMA for
an aggregate amount of R45 million. Investec has also intimated other claims
against Fedsure for a further sum of approximately R75 million. Discussions
are due to be held with Investec regarding these claims.
Furthermore, as reported in the circular to shareholders dated 30 March
2001, Fedsure issued to staff certain options in terms of its share
incentive scheme. Staff have until 30 April 2002 to exercise their options.
In order to ensure that these obligations are fully covered, Fedsure is
still retaining Investec consideration shares. Based on the current Investec
share price it is unlikely that any shortfall will have arisen by 30 April
2002.
It is ultimately intended to wind up the company and delist Fedsure from the
JSE. This will follow the final unbundling and distribution of remaining net
assets after the payment of any other obligations and winding-up costs.
Shareholders will be advised accordingly.
Documentation
The following will be posted to Fedsure shareholders:
- Copies of this announcement;
- The Fedsure interim report for the six months ended 30 June 2001;
- A copy of Investec's preliminary announcement of results for the year
ended 31 March 2001;
- Tables of entitlement to Investec shares in relation to this unbundling;
and
- A brief description of the mechanics, procedure and action to be taken by
Fedsure shareholders in respect of this unbundling.
For and on behalf of the Board
J A BARROW
Chairman
Johannesburg
20 September 2001
Registered office Transfer secretaries
Fedsure House Mercantile Registrars Limited
1 De Villiers Street First National House
Johannesburg, 2001 11 Diagonal Street
Johannesburg, 2001
Directors
J A Barrow (Chairman), D H Mitchell (Deputy Chairman),
A I Basserabie (Executive Director), D G Barrow, H S Herman,
Dr A P H Jammine, M E King, S Koseff, D M Nurek, M I Sacks
