| Thu 28 Mar 2002, 0:00 | | Unihold Limited - Firm Intention To Make An Offer |
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ANNOUNCEMENT
(Registration number 1968/000216/06)
("Unihold")
Share Code: UHS
ISIN: ZAE000007589
FIRM INTENTION TO MAKE AN OFFER AND CAUTIONARY ANNOUNCEMENT
The Board of Unihold received a letter on 27 March 2002 from Clidet No.390
(Proprietary) Limited (Registration number 2002/005660/07) ("Clidet") an
ABSA backed private equity company, expressing its firm intention to make an
offer to acquire all of the shares of Unihold not already owned by a
consortium (comprising directors and senior management) ("Management
Consortium"), for a cash consideration equal to 280 cents per Unihold share
("transaction").
The transaction shall be implemented by Clidet proposing a scheme of
arrangement ("the scheme") in terms of section 311 of the Companies Act,
1973 ("the Act") between Unihold and its shareholders other than the
Management Consortium, or in the event of the scheme not being implemented,
making an offer to all Unihold shareholders other than the Management
Consortium in terms of section 440 of the Act to acquire their Unihold
shares ("offer").
The purchase consideration shall be satisfied in cash but will be:
Increased by adding interest to it at the rate applicable to the R150 bond
should payment not be made to shareholders by 31 May 2002, which interest
shall accrue from 1 June 2002, and
Reduced by any dividend declared by Unihold after the date of this letter
and payable to shareholders registered as such before the operative date of
the scheme or offer, as the case may be.
The Management Consortium currently owns approximately 22,84% of the shares
of Unihold.
The transaction is subject to :
Clidet conducting a due diligence on the South African operations of
Unihold, which is to be completed by 12 April 2002;
Clidet acquiring all the issued shares in Unihold other than those held by
the Management Consortium. This will require the requisite shareholder
approvals being obtained and the scheme being implemented or the offer being
accepted by at least 90% of shareholders to whom it is made, should the
offer become operative; and
the requisite regulatory approvals and consents (including, without
limitation, Competition Authorities, JSE Securities Exchange South Africa,
Securities Regulation Panel).
The letter from Clidet referred to above was accompanied by a letter from
Absa Bank Limited confirming that Clidet has the required funding to meet
its obligations under the proposed transaction.
The Board of Unihold is in the process of appointing an independent external
adviser to give advice on how the transaction affects the shareholders.
Clidet has obtained written undertakings from shareholders representing
18.7% of the issued share capital of Unihold to vote in favour of the
scheme, or alternatively, to accept the offer. In addition Clidet has
obtained a written undertaking from a portfolio manager, acting on behalf of
its clients, representing 21.9% of the issued share capital of Unihold, to
procure on a best endeavours basis that it receives instructions to vote in
favour of the scheme, or alternatively, to accept the offer. This
represents approximately 53% of the total shares entitled to vote on the
scheme or accept the offer, which excludes the shares held by the Management
Consortium. The undertakings together with the Management Consortium's
shareholding represent a total of 63.44% of the total issued share capital
of Unihold.
Unihold is issuing this announcement in terms of Rule 2.2.2 of the
Securities Regulation Code on Takeovers and Mergers, and shareholders are
therefore advised to exercise caution in dealing in their Unihold shares.
A further announcement containing detailed terms and financial effects of
the transaction will be published as soon as possible.
Johannesburg
28 March 2002
SPONSOR TO UNIHOLD
BRIDGE CAPITAL SERVICES (PTY) LTD
MERCHANT BANK TO CLIDET
ABSA CORPORATE AND MERCHANT BANK
