| Mon 24 Jun 2002, 0:00 | | DORBYL LIMITED - DISPOSAL BY DORBYL OF ITS SHAREHO |
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DORBYL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1911/001510/06)
(Share code: DLV
ISIN code : ZAE000002184)
("Dorbyl")
Disposal by Dorbyl of its shareholding in Midas Limited ("Midas")
1. INTRODUCTION
Further to the cautionary announcement published in the press on 10 June
2002, Dorbyl shareholders are advised that Dorbyl has given a written
irrevocable undertaking to Clidet No. 373 (Proprietary) Limited ("Clidet"),
a special purpose vehicle funded by Absa Bank Limited ("Absa"), and certain
directors and senior management of Midas ("the management consortium"), to
dispose of its 22 121 603 Midas shares ("the Midas disposal shares"),
constituting 74,4% of Midas' issued share capital, to Clidet, in terms of
the proposal set out in paragraph 2 below, subject to the fulfilment of
certain conditions precedent set out in paragraph 5 below ("the disposal").
2. TERMS OF THE DISPOSAL
2.1 The disposal will be structured as an indivisible transaction, as
follows:
- Midas will, with the appropriate director and shareholder approvals,
distribute to all Midas shareholders 97 cents per share cash by means of a
special dividend or otherwise ("the distribution"); and
- Clidet will make an offer ('"the offer") in terms of section 440 of the
Companies Act, 1973 (Act 61 of 1973), as amended, to all Midas shareholders
to acquire all of their Midas shares for 415 cents per share in cash ("the
offer consideration"), which offer shall be conditional upon acceptances
being received by Clidet in respect of 90% of the Midas shares which are the
subject of the offer, (collectively, "the disposal").
2.2 The disposal consideration comprises the distribution and the offer
consideration, amounting in aggregate to 512 cents per Midas share ("the
disposal consideration").
2.3 The disposal consideration in aggregate amounts to R113 262 607 in
respect of the Midas disposal shares.
2.4 The disposal consideration will be reduced by any dividend, other than
the distribution, declared by Midas after 7 June 2002 and payable to Midas
shareholders registered as such before the effective date of the disposal.
2.5 In the event that the disposal consideration has not been paid by 30
September 2002 due to reasons other than delays caused by any regulatory
authority, including but without limitation the Competition Authority, the
JSE Securities Exchange South Africa ("JSE") and the Securities Regulation
Panel ("SRP"), interest shall accrue on the disposal consideration 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. RATIONALE FOR THE DISPOSAL
3.1 The disposal forms part of Dorbyl's stated intention of reducing its
interest in certain non-core local operations.
3.2 Whilst the disposal will have the effect of a marginal dilution in
earnings, it will result in the realisation of additional cash resources,
which will either be reinvested in appropriate investment opportunities in
the Dorbyl group or, alternatively, returned to shareholders.
4. FINANCIAL EFFECTS
Set out below are the financial effects of the disposal on the earnings,
headline earnings, net asset value and net tangible asset value per Dorbyl
share, based on the assumptions that:
- for purposes of the earnings and headline earnings per share calculations:
(a) the disposal was effective during the financial year ended 31 March
2002; and
(b) the disposal consideration was received on 1 April 2001 and that such
disposal consideration was invested to earn an after-tax return of 6,88%
during the financial year ended 31 March 2002;
- for purposes of the net asset value and net tangible asset value per share
calculations, the disposal was effected on 31 March 2002.
Audited Pro forma
Before After Change
(cents)(1) (cents) (%)
Earnings per share 258,9 238,8 (2)(3) (7,7)
Headline earnings per share 334,2 314,1 (2)(4) (6,0)
Net asset value per share at
31 March 2002 2 520,0 2 470,0 (5) (2,0)
Tangible net asset value per share at
31 March 2002 2 397,0 2 347,0 (5) (2,1)
Notes:
1. Extracted from or compiled from the audited consolidated results of the
Dorbyl group for the financial year ended 31 March 2002.
2. On the assumption that the disposal was implemented with effect from 1
April 2001.
3. Based on a weighted average number of 33,664 million shares in issue
during the financial year ended 31 March 2002 and on attributable earnings
of R80,4 million for the year then ended.
4. Based on a weighted average number of 33,664 million shares in issue
during the financial year ended 31 March 2002 and on headline earnings of
R105,7 million during the year then ended.
5. Based on the assumption that the disposal was effected on 31 March 2002
and on 32,998 million shares in issue at 31 March 2002.
5. CONDITIONS PRECEDENT
The disposal is subject, inter alia, to the following conditions
precedent:
5.1 the satisfactory conclusion of a due diligence investigation by Clidet
into the operations of Midas, which process is expected to be finalised
within 20 business days of this announcement;
5.2 the conclusion of management, shareholder and loan agreements between
Clidet, the management consortium and Absa, as applicable;
5.3 Clidet reaching an agreement with the holders of share options in Midas
as to how such share options will be dealt with;
5.4 the approval, to the extent required, of the disposal by the directors
and shareholders of Dorbyl and Hudaco Industries Limited;
5.5 Clidet acquiring 100% of the issued share capital of Midas pursuant to
the implementation of the offer;
5.6 the approval of the disposal by the Competition Authorities; and
5.7 the approval, to the extent required, of the disposal by the JSE and the
SRP.
6. RELATED PARTY TRANSACTION AND INDEPENDENT OPINION
6.1 Included in the management consortium controlling Clidet are Messrs G
Odgers, D Hill, N Dyer, W Espinoza and S le Roux who are executive directors
of Midas ("the executive directors"). The executive directors are
accordingly deemed to be related parties to Dorbyl in terms of the Listings
Requirements of the JSE ("the Listings Requirements").
6.2 The Listings Requirements require that an independent opinion be
obtained as to whether the terms and conditions of the disposal are fair and
reasonable to Dorbyl shareholders.
6.3 PSG Investment Bank Limited has been appointed to provide such opinion,
which opinion will be avaliable for inspection.
7. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders of Dorbyl are advised that the cautionary announcement
referred to above is hereby withdrawn.
Johannesburg
25 June 2002
Investment bank and sponsor
PSG Investment Bank
Date: 24/06/2002 04:15:00 PM Produced by the SENS Department
