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owned or controlled by Imperial
Imperial Holdings Limited
(Registration number 1946/021048/06)
Share code IPL ISIN ZAE000003620
("Imperial")
Imperilog Limited
(Registration number 1913/001284/06)
Share code IPG ISIN ZAE000024006
("Imperilog")
Offer by Imperial to acquire all of the shares in Imperilog not already
owned or controlled by Imperial
1. Imperial's firm intention to make an offer
Shareholders of Imperial and Imperilog are informed that the directors
of Imperial have indicated to the board of directors of Imperilog Imperial's
firm intention to make an offer ("the offer") to acquire all of the shares
in Imperilog not already owned or controlled by Imperial ("the minority
shares").
2. Rationale for the offer
In order to maximise the synergies that exist between the businesses
operated by Imperial and the logistics business of Imperilog, the directors
of Imperial believe that it will be in the best interests of both the
companies that Imperilog become a wholly-owned subsidiary of Imperial. Since
the listing of Imperilog, which was achieved during April 2000 by reversing
the assets of Imperilog into the Boumat cash shell, the shareholders of all
small capitalisation companies have suffered from a lack of marketability of
their shares on the JSE Securities Exchange South Africa ("JSE"). This has
resulted in shareholders of such small capitalisation companies not
obtaining the true value of their shares and the companies not being able to
benefit from their initial intention for listing. The costs to Imperilog of
remaining listed as well as the rising costs associated with the trading in
shares of a lower value have rendered it inappropriate for Imperilog to
remain listed.
3. Terms of the offer
The material terms of the offer are as follows:
3.1 Price
Imperial will offer Imperilog shareholders 180 cents per minority
share in cash. This represents a premium of 13,2% over the closing price of
Imperilog shares on the JSE on Thursday, 20 December 2001, the day before
the release of this announcement concerning the offer. It is not intended
that any dividend be paid by Imperilog for the 2001 financial year.
3.2 Mechanism for the offer
Imperial intends to implement the offer in terms of section 440 of
the Companies Act, 1973 (Act 61 of 1973), as amended ("the Act"), but
reserves the right to implement it in terms of section 311 of the Act with
an alternative offer in terms of section 440 of the Act should the scheme of
arrangement fail. Imperial also reserves the right to implement the offer
through any other mechanism should it consider such other mechanism
appropriate. It is Imperial's intention to acquire 100% of the shares in
Imperilog and to apply for Imperilog's listing on the JSE to be terminated.
3.3 Conditions precedent
The offer is subject to the following conditions precedent:
- approvals by the JSE, Securities Regulation Panel ("SRP"), the
Competition Commission or Tribunal and any other relevant regulatory bodies;
and
- the Imperilog board of directors approving all resolutions
required to facilitate the implementation of the offer.
3.4 Effective date
The effective date of the transaction is intended to be 2 January
2002.
4. Cash confirmation
Imperial has satisfied the SRP that it has sufficient cash resources to
carry out the transaction.
5. Financial effects of the offer on Imperilog shareholders
The table below sets out the financial effects of the offer on the
market value of Imperilog shares:
Before After Percentage
the offer the offer change
Market value per share (cents)1 159 180 13,2
Net tangible asset value
per share (cents)2 127 180 41,7
Notes:
1. "Market value before the offer" is the closing price of an Imperilog
share on the JSE on Thursday, 20 December 2001, the last trading day prior
to the release of this announcement.
2. "Net tangible asset value before the offer" is the net tangible asset
value per Imperilog share as reflected in the audited balance sheet at 30
June 2001.
6. Documentation
A circular containing full details of the offer is in the course of
preparation and will, subject to the approvals of the JSE and the SRP, be
posted to Imperilog shareholders within 30 days of this announcement or,
with the consents of the JSE and the SRP, as soon as possible thereafter. A
further announcement will appear in the press on the same day, setting out
the salient details of the offer and the timetable for its acceptance.
Edenvale
21 December 2001
Sponsor to Imperial
Merrill Lynch
Smith Borkum Hare
Attorneys
Moss-Morris Inc
Investment bank and sponsor
Nedcor Investment Bank
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