|
VOLTEX
The Bidvest Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
Share code: BVT ISIN: ZAE000008132
("Bidvest")
Voltex Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/006220/06)
Share code: VLX ISIN: ZAE000015616
("Voltex")
THE PROPOSED ACQUISITION BY BIDVEST OF THE ENTIRE ISSUED SHARE CAPITAL OF
VOLTEX
1. INTRODUCTION
Further to the cautionary announcement by Voltex dated October 19 2001,
Investec Bank Limited is authorised to announce that, subject to the
fulfilment of the conditions precedent referred to in 8 below, Bidvest
(which already owns 32% of the issued share capital of Voltex) will submit a
proposal ("the proposal") to the other shareholders of Voltex ("the
minorities") to acquire all of their Voltex shares so that Voltex will
become a wholly-owned subsidiary of Bidvest.
The board of Voltex will appoint an independent party to advise the
minorities on the proposal.
2. RATIONALE FOR THE PROPOSAL
There is little justification for the continued listing of Voltex because
of the negative sentiment towards small market capitalisation companies on
the JSE Securities Exchange South Africa ("the JSE") and the lack of
liquidity in Voltex shares due to approximately 60% of such shares being
held by a voting pool comprising Power Technologies Limited ("Powertech"),
Allied Electronics Corporation Limited ("Altron") and Bidvest ("the voting
pool").
The Voltex electrical wholesaling distribution operations fall within the
scope of Bidvest's operations in services, trading and distribution. Voltex
will form part of Bidvest's Commercial Products Division.
3. CONSIDERATION
The consideration for each Voltex share will be a cash payment of 340
cents less any cash distribution to Voltex shareholders made after October 1
2001 ("the effective date") but before the consideration is paid.
It is anticipated that a cash distribution of 100 cents per Voltex share
will be made to Voltex shareholders by way of a reduction of share premium
on or about December 31 2001.
The consideration will be increased if it is paid after February 1 2002
by an amount which will compensate the minorities for loss of interest.
4. FINANCIAL EFFECTS
The table below sets out the pro forma financial effects of the proposal on
a Voltex shareholder, based on the audited results of Voltex for the year
ended June 30 2001:
Change
Before After %
Attributable market value:
- October 18 2001 (cents) (note 1) 270,0 340,0 26
- November 14 2001 (cents) (note 2) 308,0 340,0 10
Tangible net asset value
per Voltex share (cents) 397,8 340,0 (15)
Headline earnings
per Voltex share (cents) (note 3) 43,3 24,6 (43)
Notes:
1. The closing market price of Voltex shares on October 18 2001, being the
trading day immediately preceding the publication of the cautionary
announcement.
2. The closing market price of Voltex shares on November 14 2001, being the
last practicable date prior to the publication of this announcement.
3. The "After" earnings per share are based on the interest which a Voltex
shareholder would have earned had an amount equivalent to the consideration
been invested for a 12-month period from July 1 2000 to June 30 2001 on an
interest rate after tax of 7% per annum compounded monthly.
5. VOTING POOL AND RESTRAINTS
The voting pool will be cancelled on the successful implementation of the
proposal. In terms of a restraint agreement Powertech and Altron have
undertaken to Voltex not to compete with the Voltex's distribution business
for a period of three years for which Powertech will be paid a cash
consideration of R3 000 000 by Voltex. In terms of this agreement the
existing undertaking by Voltex not to compete with the Powertech cable
manufacturing business has been extended for three years.
6. CASH CONFIRMATION
It has been confirmed to the Securities Regulation Panel ("SRP") that
Bidvest has sufficient facilities available to satisfy the total
consideration.
7. UNDERTAKINGS
Each of Altron in respect of 4 249 015 Voltex shares, Powertech in
respect of 38 133 212 Voltex shares and other minorities holding in
aggregate 24,5 million Voltex shares representing in total 75% of the
minorities' shares in Voltex have committed to accept the proposal.
8. CONDITIONS PRECEDENT
The proposal is conditional, inter alia, on the following:
- the approvals insofar as may be necessary of the appropriate documentation
by the JSE, the SRP and the Exchange Control Department of the South African
Reserve Bank;
- the approval of the proposal by the relevant authorities in terms of the
Competition Act; and
- the approval of the proposal by the required majority of the minorities to
enable Bidvest to acquire all the Voltex shares which it does not already
own. Bidvest may waive fulfilment of this condition.
9. FURTHER ANNOUNCEMENT
An announcement setting out the salient details and mechanics of the
proposal will be published in the press in due course.
Johannesburg
November 15 2001
Merchant bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Joint sponsors to Bidvest
Investec Securities Limited
Member of the JSE
Registration No. 1972/008905/06
Merrill Lynch South Africa (Pty) Ltd
Registered sponsor and
Member of the JSE Securities Exchange South Africa
Registration number 1995/001805/07
Attorneys
Werksmans Attorneys
Sponsor to Voltex
Sasfin Bank Limited
(Registration number 1951/002280/06)
| 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. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
