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MB Technologies - Proposed Management Buy-Out Of MB Technologies and Further
Cautionary Announcement
MB Technologies Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/008964/06)
Share code: MBT ISIN: ZAE000015996
("MB Technologies" or "the Company")
PROPOSED MANAGEMENT BUY-OUT OF MB TECHNOLOGIES AND FURTHER CAUTIONARY
ANNOUNCEMENT
The Board of MB Technologies received a letter on 17 July 2002 from Clidet No.
408 (Proprietary) Limited ("Clidet"), a special purpose vehicle backed by a
consortium (comprising founder shareholders, namely Messrs LC Baxter and MJ
McGrath, senior management and Central Holdings Limited or its nominee)
("Consortium") and Absa Bank Limited ("Absa"), expressing its, or its nominee`s,
firm intention to, either:
- make an offer to acquire all of the issued ordinary shares of MB Technologies
not already owned by the consortium, for a cash consideration equivalent to 140
cents per MB Technologies 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 MB Technologies
and its shareholders other than the Consortium; or
- in the event of the scheme not being implemented, making an offer to all MB
Technologies shareholders other than the Consortium in terms of section 440 of
the Act to acquire their MB Technologies shares for a cash consideration
equivalent to 140 cents per MB Technologies share ("offer"); or
- make an offer to acquire all the assets and liabilities of MB Technologies in
terms of section 228 of the Act ("the asset disposal"). A capital distribution
dividend of 140 cents per ordinary MB Technologies share will be paid to
shareholders as an advance distribution in a members` voluntary winding-up of
the company;
(collectively "the proposals").
The Consortium currently owns approximately 53,35% of the shares of MB
Technologies.
The proposals are subject, inter alia, to:
- Clidet conducting a due diligence of MB Technologies and Clidet confirming
that it is satisfied with the outcome of the due diligence, which is estimated
to take approximately 25 business days;
- Clidet entering into management, shareholder and loan agreements with the
Consortium;
- In the event of the scheme being implemented, Clidet acquiring all the issued
shares in MB Technologies other than those held by the 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;
- In the event of the asset disposal being implemented, the conclusion of a
formal disposal agreement between Clidet and MB Technologies; and
- the requisite regulatory approvals and consents (including, without
limitation, the Competition Authorities, JSE Securities Exchange South Africa
and the Securities Regulation Panel).
The letter from Clidet referred to above was accompanied by a letter from Clidet
confirming that Clidet has satisfied the SRP that it has sufficient financial
resources to satisfy its obligations in terms of the proposals.
A further announcement containing detailed terms and financial effects of the
proposals will be published as soon as possible and shareholders are therefore
advised to continue exercising caution in dealing in their MB Technologies
shares. Deloitte & Touche have been appointed as external advisor to review the
terms of the proposals and their opinion will be included in the circular that
will be mailed to shareholders in due course.
Sandton
17 July 2002
Corporate advisor Sponsor Legal advisor
ACMB Merrill Lynch Cliffe Dekker
Reporting Independent advisor
accountants to the minorities
Deloitte & Touche
Deloitte & Touche
Date: 17/07/2002 05:52:54 PM Produced by the JSE SENS Department
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