| Thu 20 Jun 2002, 0:00 | | Offer To Acquire The Entire Issued Share Capital O |
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Offer to Acquire the Entire Issued Share Capital of Midas and Further
Cautionary Announcement
Midas Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/002260/06)
JSE Share code: MDS ISIN: ZAE 000004420
("Midas")
Offer to Acquire the Entire Issued Share Capital of Midas and Further
Cautionary Announcement
1. Introduction
Shareholders of Midas are informed that Clidet No. 373 (Proprietary)
Limited ("Clidet"), a special purpose vehicle backed by Absa Bank Limited
("Absa") together with certain directors and executive management of Midas
("management consortium"), has indicated to the board of directors of Midas
its firm intention to make an offer to acquire the entire issued share
capital of Midas.
2. Terms of the proposed transaction
The proposed transaction will be structured as follows:
- Midas will, subject to the appropriate director and shareholder
approvals, effect a cash distribution to all Midas shareholders of
97 cents per share ("distribution"); and
- Clidet will make an offer to acquire all of the shares held by Midas
shareholders for a cash consideration of 415 cents per share (the "offer").
The offer will be made in terms of section 440 of the Companies Act, 1973,
(Act 61 of 1973), as amended (the "Act"), and shall be conditional upon
acceptances being received in respect of 90% of the entire issued share
capital of Midas. Pursuant to the offer being accepted by at least 90% of
Midas shareholders, Clidet intends to invoke the provisions of section 440K
of the Act in order to compulsorily acquire 100% of the issued share capital
of Midas. Application will then be made for the termination of the
listing of Midas on the JSE Securities Exchange South Africa ("JSE").
The distribution and the offer are interconditional.
Shareholders of Midas will receive an aggregate consideration of 512
cents per share ("consideration") as a result of the distribution and the
offer. The consideration will be reduced by any dividend, save for the
distribution, declared by Midas after 7 June 2002 and before the offer
becomes unconditional.
In the event that payment to Midas shareholders is not made by
30 September 2002, due to reasons other than delays caused by regulatory
authorities, interest shall accrue from 30 September 2002 up until the day
prior to the operative date of the offer at the prime overdraft rate as
quoted by Absa.
3. Conditions precedent to the proposed transaction
The proposed transaction is conditional upon the following conditions
being fulfilled:
- Clidet performing a due diligence on the operations of Midas, which is
expected to take approximately 20 business days;
- the conclusion of management, shareholder and loan agreements by
Clidet, the management consortium and Absa as applicable;
- Clidet reaching an agreement with the holders of options on Midas
shares as to how such share options will be dealt with;
- the approval of the proposed transaction by the shareholders of Dorbyl
Limited ("Dorbyl") and Hudaco Industries Limited, as may be required;
- the offer being accepted by at least 90% of Midas shareholders, which
will enable Clidet to invoke the provisions of section 440K of the Act in
order to compulsorily acquire 100% of the issued share capital of Midas; and
- the requisite regulatory approvals being received, including the
Competition Authorities, the Securities Regulation Panel ("SRP") and the
JSE.
4. Confirmation of financial resources
Absa has provided the SRP with the appropriate confirmation that Clidet
has sufficient financial resources available to meet its obligations in
terms of the offer.
5. Irrevocable undertakings and interests of Clidet and the management
consortium
Clidet has received written irrevocable undertakings, valid until
30 October 2002, from shareholders beneficially interested in 89,9% of the
issued share capital of Midas, to accept the proposed transaction.
Clidet had no interests in any Midas shares on the date of this
announcement. The management consortium owns approximately 6 100 shares and
1 571 000 share options in the share capital of Midas.
6. Documentation and further cautionary announcement
The board of directors of Midas has appointed a sub-committee comprised
of non-executive directors to evaluate the proposed transaction, and is in
the process of appointing an independent external adviser to advise it on
the terms and conditions of the proposed transaction.
A circular containing full details of the offer is in the process of
preparation and will be posted to Midas shareholders on or about
25 July 2002. A further announcement will appear in the press at the same
time, setting out the salient details of the offer and the timetable for
acceptance.
Shareholders are advised to continue to exercise caution in trading in
their Midas shares until a further announcement including details of the
financial effects of the proposed transaction, the directors` recommendation
and the advice of the independent external advisers is made.
Germiston
20 June 2002
Investment bank and sponsor to Midas
Nedcor Investment Bank
Merchant bank to Clidet
Absa Corporate & Merchant Bank
Attorneys to Clidet
Cliffe Dekker
Date: 20/06/2002 05:53:53 PM Produced by the SENS Department
