COMMAND HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/014759/06)
Share code: CMA ISIN: ZAE000023131
("Command")
IKWEZI INVESTMENT TRUST
(Master's Registration number T2224/98)
("Ikwezi")
ANNOUNCEMENT
General
Further to the cautionary announcement dated 5 October 2001, shareholders
are advised that an agreement was concluded on 17 October 2001 between
Ikwezi or its nominee and J Imerman in his personal capacity as well as in
his representative capacity as the duly authorised representative for and on
behalf of Celtic Holdings Incorporated, Orleans International Investment
Limited and Seventy Seven Investments (Pty) Ltd ("Imerman"), for the sale of
6 246 037 Command ordinary shares at 5 cents per share to Ikwezi,
representing approximately 6,1% of the issued share capital of Command,
subject to the fulfilment of the following suspensive conditions on or
before 31 December 2001:
* that the transaction be approved by the applicable regulatory authorities
in South Africa; and
* that Ikwezi completes a comprehensive due diligence investigation in
relation to Command's business activities, its assets and liabilities.
Imerman, inter alia, undertakes and agrees to sell to Ikwezi 37 750 000
variable rate cumulative convertible redeemable preference shares ("the
preference shares") in the share capital of Command at par value, as and
when they become available for sale and that Ikwezi shall at all times
hereafter have the right, entitlement and power to exercise the voting
rights ("the rights") attaching to all of the retained ordinary shares owned
or controlled by Imerman (representing approximately 23% of the issued
ordinary shares of Command) in such a manner as it in its sole discretion
deems appropriate. The value of the rights is nil. Ikwezi has pre-emptive
rights over the retained shares.
Upon the successful completion of the transaction, excluding the possible
purchase of the preference shares, Ikwezi will effectively control
approximately 29,2% of the voting rights of ordinary shares in Command.
Background on Ikwezi
Ikwezi Investment Trust is an empowerment initiative established in 1998 by
previously disadvantaged individuals and is based in the Western Cape. It is
an Investment Trust. The Trust invests and acquires strategic stakes in
various businesses in the agri-processing, property, property development,
services and security sectors of the economy.
Prospects
The directors of Command believe that the Command group will not be
profitable for the six months to 31 December 2001, but it is anticipated
that it should be profitable on a monthly basis at year end.
Cape Town
29 October 2001
Sponsor
Deloitte & Touche
Corporate Finance (Pty) Limited
(Registration number 1996/000034/07)
Attorneys
Webber Wentzel Bowens
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