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Oakfields Thoroughbreds and Leisure Industries Limited - Acquisition Of Diamond
Land Mining (Pty) Ltd
Oakfields Thoroughbreds and Leisure Industries Limited
(Registration number 1983/013789/06) JSE Code OKF: ISIN ZAE000005138)
("Oakfields" or "the company")
ACQUISITION OF DIAMOND LAND MINING (PTY) LTD
LPC Manhattan Sponsors (Pty) Ltd is authorised to announce that, further to the
cautionary announcement dated 11 July 2002, agreement has been reached for the
acquisition by Oakfields, subject to certain suspensive conditions, of the
entire issued share capital of and loan accounts against Diamond Land Mining
(Pty) Ltd ("DLM") ("the acquisition"). DLM holds the entire issued share
capitals of and loan accounts against Goodhope Diamonds and Estates (Pty) Ltd
and Don Diamonds (Pty) Ltd which own and operate the "Frank Smith" and "Loxton"
diamond mines respectively. These diamond mines are based on Kimberlite pipes
in the Kimberley region of South Africa.
Rationale
The directors of Oakfields consider that despite the strenuous attempts that
have been made in this regard, it is unlikely that shareholder aspirations will
be fulfilled by the breeding of high quality bloodstock and that it is
appropriate for the company to broaden its asset and income base. The
controlling shareholder of Oakfields, Sky Channel Development Limited ("Sky"),
is also the owner of the holding company of DLM and in order to achieve a
broader revenue base, the directors consider it appropriate to acquire DLM. It
is expected that cash flow derived from the planned reduction in the scale of
the bloodstock operations can be profitably redeployed in the diamond industry.
Details of the acquisition
The vendor of DLM is Bellissimi Tesori Limited, a wholly owned subsidiary of
Sky, registered in the British Virgin Islands. A fair and reasonable report
will be included in the circular to shareholders concerning the acquisition and
Sky will be precluded from voting on the acquisition. The purchase price is
R100 000 000 to be satisfied by the issue of 500 000 000 new ordinary shares in
Oakfields at 20 cents each. The transaction is subject to due diligence, the
approvals of the necessary regulatory authorities including the SA Reserve Bank
and the approval of shareholders in general meeting.
As Sky is the existing controlling shareholder of Oakfields and is also the
controlling shareholder in the vendor of DLM, there will be no change in control
of Oakfields as a result of the acquisition. Accordingly the acquisition does
not constitute an affected transaction in terms of the Securities Regulation
Panel Code on Takeovers and Mergers and there is no requirement for an offer to
minorities.
Financial effects
The audit for Oakfields` year to 31 July 2002 is currently in progress, as is
the audit for DLM`s year end to 30 June 2002. In view of this, and the fact
that Oakfields has recently appointed RA Hellmann & Company as their new
auditors, so as to more easily comply with JSE Securities Exchange South Africa
("JSE") Listings Requirements concerning the documentation in respect of the
acquisition, it is thought to be inappropriate to disclose financial effects at
this time. It is expected that the acquisition will result in the company
earning a profit in the current financial year. Financial effects will be
communicated to shareholders through the press once the audits have been
completed.
Documentation and listing
A circular setting out full details of the acquisition, a statement of revised
listing particulars, including a competent persons` report, and a notice of
general meeting at which shareholders will be asked to approve the acquisition
will be mailed to shareholders as soon as practicable.
Application will be made for the company`s listing to be transferred to the
"Mineral Resources - Diamonds" sector of the JSE.
Hyde Park
12 August 2002
Sponsor
LPC MANHATTAN
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Date: 12/08/2002 07:30:00 AM Produced by the JSE SENS Department
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