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YABENG INVESTMENT HOLDING - ANNOUNCEMENT OF TERMS OF OFFER TO SHAREHOLDERS ON
PROPOSED DELISTING OF YABENG AND FURTHER CAUTIONARY ANNOUNCEMENT
COMPANY LIMITED
("Yabeng" or "the Company")
(Registration number 1983/070126/06)
(Share code: YBG ISIN number: ZAE000008884)
ANNOUNCEMENT OF TERMS OF OFFER TO SHAREHOLDERS ON PROPOSED DELISTING OF YABENG
AND FURTHER CAUTIONARY ANNOUNCEMENT
Offer to Shareholders
With reference to the Cautionary Announcement dated 9 May 2002 Shareholders are
advised that Subtropico Limited and Buccoli Investments cc will offer
Shareholders 30 cents per share for all or part of their shareholding in Yabeng.
Dr Botha, a Director of Yabeng has an indirect 15% interest in Subtropico
Limited, and Mr Meyer, a Director of Yabeng, has an effective 25% interest in
Buccoli Investments cc.
Financial effects of the Offer
The average closing price of Yabeng`s shares on the JSE Securities Exchange
South Africa ("the JSE") in the month from 9 April 2002 to 8 May 2002 (the day
prior to the Cautionary Announcement of the Yabeng Board`s intention to apply
for the termination of Yabeng`s listing on the JSE) was 21,38 cents per share.
The Offer price of 30 cents is at a premium of 40,3% on the average listed price
during the month to 8 May 2002. This compares with a book net asset value per
share of 141 cents at 28 February 2002 announced in Yabeng`s Provisional Group
Results for the year ended 28 February 2002.
Headline earnings reported for the year to 28 February 2002 were 26,7 cents per
share. These earnings included unrealised exchange differences of 32,3 cents per
share. Excluding the unrealised exchange differences, Yabeng made a headline
loss of 5,6 cents for the year.
Shareholders who accept the Offer and invest the proceeds at 10% per annum will
earn 3 cents per share.
The Offer will have no effect on the earnings and net asset value per share of
Yabeng as disclosed in the financial statements at 28 February 2002.
The Circular to Shareholders will include an opinion from independent Chartered
Accountants as to the fairness and reasonableness of the Offer.
Undertakings
The North West Development Corporation (Proprietary) Limited (under Judicial
Management), which holds 28 230 655 shares in Yabeng (40,09%), has undertaken to
vote in favour of the resolution to delist Yabeng, and not to accept the Offer.
Certain other Shareholders holding 21 120 375 shares (29,99%) have undertaken
irrevocably to vote in favour of the resolution to delist Yabeng, and of these,
Shareholders holding 6 124 675 shares have also undertaken irrevocably not to
accept the Offer. Included in these Shareholders are Directors of Yabeng, who
are not accepting the Offer in respect of their direct and indirect
shareholdings.
Circular
A Circular setting out full details of the proposed delisting and the Offer to
Shareholders will be despatched to Shareholders. It is now anticipated that the
Circular will be completed, approved and despatched during August 2002.
Further Cautionary
The proposed delisting and Offer to Shareholders may have a material effect on
the price of Yabeng`s securities. Accordingly Shareholders are advised to
continue exercising caution when dealing in the Company`s securities until the
Circular has been issued and the proposals adopted.
24 July 2002
Sponsor
RiverBank Sponsor Services (Pty) Limited
(Registration number 2000/025913/07)
Date: 24/07/2002 05:10:00 PM Produced by the JSE SENS Department
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