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African Harvest- Announcement
African Harvest Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/013827/06)
(ISIN: ZA000013538)
(Share code: AHV)
("African Harvest" or "the company")
Firm intention to make an offer for a substantial portion of the net assets
of African Harvest and further cautionary announcement
Introduction
Further to the cautionary announcement published on 13 May 2002, the board
of directors of the company ("the board") has been notified in writing of a
firm intention to make an offer from Business Venture Investments No 674
(Proprietary) Limited, a company representing the interests of a consortium
which includes certain members of the management of African Harvest and its
subsidiaries ("the consortium").
The consortium`s offer is for the purchase of a substantial portion of the
assets and the assumption of certain of the liabilities of the company as a
going concern ("the consortium offer"), which will require shareholder
approval under section 228 of the Companies Act 61 of 1973 (as amended)
("the Act").
The board is currently evaluating the consortium offer and a full
announcement will be made to shareholders as soon as the board has completed
its evaluation. One of the members of the board (Mr. Ethan Dube) has
declared an interest in the consortium and accordingly will not participate
in the board`s deliberations.
Details of the consortium offer
The effective date of the consortium offer shall be on the date of
fulfillment of the last of the suspensive conditions referred to below ("the
effective date"). The consortium offer will be funded by Metallon Holdings
(Proprietary) Limited, a company owned and controlled by black business
people and led by Mr. Mzi Khumalo. If the consortium offer is implemented,
the consortium will acquire the assets of the company, including the shares
in the capital of and the claims on loan account against certain of the
subsidiary and associate companies of the company, as well as the rights to
the name "African Harvest", but excluding cash, selected investments and
selected liabilities ("the retained assets and liabilities"). The purchase
price payable in terms of the consortium offer is an amount of R582,500,000
less the net value of the retained assets and liabilities as at the
effective date. The purchase price will be paid to the company on the
effective date. Had the transaction been concluded and implemented as at 31
March 2002, the purchase price payable by the consortium would have been
R393,625,507. The purchase price will bear interest at 1% below the prime
rate from 20 August 2002 should the effective date be after such date.
Suspensive conditions
The consortium offer is not subject to a due diligence investigation but
will be subject to the following suspensive conditions:
the consortium demonstrating its ability to pay the purchase price payable
in terms of the consortium offer and to assume certain of the liabilities of
African Harvest, to the satisfaction of African Harvest, it being recorded
that it shall be a suspensive condition of the comprehensive agreement(s)
referred to below that an irrevocable bank guarantee for payment of the
purchase price be provided and that security be provided to the satisfaction
of African Harvest for any liabilities assumed and any indemnities given in
terms of the comprehensive agreement(s);
comprehensive agreement(s) being entered into between African Harvest and
the consortium providing for the sale of the business of African Harvest
referred to above by no later than 20 June 2002;
the counterparties to certain of African Harvest`s important contracts
[which are to be identified and recorded in the comprehensive agreement(s)]
consenting to the assignment of such contracts to the consortium by not
later than 30 July 2002;
the shareholders of African Harvest in general meeting approving the
consortium offer in terms of section 228 of the Act by no later than 20
August 2002;
the attaining of all the regulatory approvals that would be necessary in a
transaction of this nature, including without limitation Competition
Authority approval, by no later than the expiry of the period of 100 days
from the date of the acceptance of the consortium offer by African Harvest;
and
the sale contemplated by the consortium offer being advertised in terms of
section 34 of the Insolvency Act 24 of 1936 and the expiry of the requisite
time period after such publication.
Cautionary
Shareholders are advised to continue to exercise caution when dealing in the
company`s securities until a full announcement is made, which will inter
alia, elaborate on the financial effects of the consortium offer.
Cape Town
13 June 2002
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Registration No. 1995/011798/07
Legal advisers
Sonnenberg Hoffmann Galombik
Joint sponsor and corporate advisor
African Harvest Capital (Proprietary) Limited
Registration No. 1998/001469/07
Date: 13/06/2002 12:20:00 PM Produced by the SENS Department
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