Tradek Holdings Limited - Notice Of Firm Intention
Tradek Shareholders By Appleton Limited("Appleton")
Tradek Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1964/0012963/06)
Share code:TDK ISIN: ZAE000018891
("Tradek" or "the Company")
NOTICE OF FIRM INTENTION TO MAKE AN OFFER TO TRADEK SHAREHOLDERS BY APPLETON
LIMITED("APPLETON")
1. INTRODUCTION
Shareholders are advised that the board of directors of Tradek has received
an unsolicited notice from Appleton of a firm intention to make an offer to
Tradek shareholders. Shareholders should read this notice in conjunction
with the announcement dated 12 March 2002, regarding a transaction between
Tradek and PSG Investment Services ("PSGIS transaction").
2. DETAILS OF FIRM INTENTION TO MAKE AN OFFER
Appleton has notified the Tradek board of directors of Appleton's firm
intention for Appleton to make an offer to all of the shareholders of Tradek
to acquire their ordinary shares in Tradek ("the offer") subject to the
following principal terms and conditions:
The offer will be for a cash consideration of 15 cents per Tradek share;
The offer will be conditional on the fulfilment (or waiver by Appleton) of
the following conditions namely:
2.2.1 Tradek shareholders holding at least 50.1% of the issued share capital
of Tradek accepting the offer;
2.2.2 The transaction proposed by PSG Financial Services Limited for the
acquisition by Tradek of PSG Investment Services (Proprietary) Limited or
its business not being implemented ("the PSGIS proposal");
2.2.3 Satisfactory completion of financial and legal due diligence
investigations in respect of Tradek and its operating subsidiaries;
2.2.4 The conclusion of service agreements, on terms satisfactory to
Appleton, with certain of Tradek's key executives (as identified by
Appleton);
2.2.5 The securing, to the extent necessary, of all regulatory approvals
(including, without limitation, approvals required from the JSE Securities
Exchange South Africa, the Securities Regulation Panel("SRP") and the
Competition Commission) for the conclusion and implementation of the
proposed transaction;
2.2.6 The securing, to the extent necessary, of the approval of Appleton
shareholders to the conclusion and implementation of the transaction.
The offer will contain such other terms and conditions as are normally
contained on offers of this nature.
Appleton has notified that they currently own 208 800 Tradek shares.
3. CONFIRMATION OF FINANCIAL RESOURCES
Corpcapital Bank Limited has provided the SRP with the appropriate
confirmation that Appleton has sufficient financial resources available to
satisfy full acceptance of the offer.
4. INDEPENDENT ADVICE
Tradek will appoint an appropriate independent financial adviser, as
required by the SRP, to advise Tradek shareholders on the relative merits of
the PSGIS transaction and the Appleton offer and their impact on Tradek
shareholders.
Johannesburg
18 March 2002
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