| Tue 20 Aug 2002, 0:00 | | Midas Limited - Salient Dates Announcement Regardi |
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MIDAS LIMITED - SALIENT DATES ANNOUNCEMENT REGARDING THE PROPOSED TRANSACTION
(Incorporated in the Republic of South Africa)
(Registration number 1968/002260/06)
(JSE Share code: MDS ISIN: ZAE000004420)
("Midas")
Salient dates announcement regarding the proposed transaction
1. Introduction
Midas shareholders are referred to the announcement published on Friday, 21
June 2002 which gave details of:
- the conditional cash dividend to all Midas shareholders of 97 cents per Midas
share ("cash dividend"); and
- the conditional offer by Clidet No. 373 (Proprietary) Limited ("Clidet"), to
all Midas shareholders to acquire all of their shares in Midas, for a cash
consideration of 415 cents per Midas share, ex the cash dividend ("the offer"),
collectively ("the transaction").
The transaction is indivisible and therefore results in Midas shareholders
receiving 512 cents for each Midas share held. The consideration will be reduced
by any dividend, save for the cash dividend, declared by Midas after Friday, 7
June 2002 and before the transaction becomes unconditional.
In the event that payment to Midas shareholders is not made by Monday, 30
September 2002, due to reasons other than delays caused by regulatory
authorities, interest shall accrue from Monday, 30 September 2002 up until the
day prior to the date that the transaction becomes unconditional, at the prime
overdraft rate as quoted by Absa Bank Limited.
2. Salient dates and times relating to the implementation of the transaction
2002
Offer opens at 09:00 Friday, 23 August
Last day to trade on the JSE Securities Exchange
South Africa ("JSE") for shareholders wishing to
receive the offer consideration and the cash
dividend (Note 1) Friday, 6 September
Record date (for the purposes of participating
in the cash dividend and the offer consideration) Friday, 13 September
Offer closes at 14:30 (Note 7) Friday, 13 September
Expected date to announce on Securities Exchange
News Service ("SENS") of the JSE the results of
the offer Monday, 16 September
If offer declared unconditional offer consideration
and cash dividend posted or electronically
transferred, as the case may be in respect
of certificated shareholders. Dematerialised
shareholders will have their safe custody
accounts credited at their CSDP or broker (Note 5)
If offer declared unconditional, notice given in
terms of section 440K of the Companies Act, 1973
(Act 61 of 1973), as amended ("S440K"). If the
offer is declared unconditional earlier, notice
will be given earlier Monday, 16 September
*Expected date of suspension of listing of Midas
shares on the JSE from the commencement of business Tuesday, 17 September
*Compulsory acquisition of the shares becomes
effective (if applicable and assuming no extension
of the offer) Tuesday, 29 October
*Expected date of termination of listing of Midas
shares on the JSE from the commencement of business Wednesday, 30 October
*If S440K is invoked.
Notes:
1. Midas shareholders should note that as Midas is now trading in the STRATE
environment, settlement for trades take place five business days after the date
of the trade. Accordingly, Midas shareholders who acquire Midas shares after
the last day to trade, being Friday, 6 September 2002, will not be recorded in
the register by the record date, being Friday, 13 September 2002, and such
shareholders will therefore not be eligible to participate in the offer or the
cash dividend. If the offer is declared unconditional and section 440K is
invoked earlier, shareholders will have their shares compulsorily acquired.
2. Upon the condition precedent referred to in paragraph 4 below being fulfilled
or waived, the offer will be declared unconditional. Shareholders will be
advised on SENS and in the press when the condition precedent has been
fulfilled, whereafter, in terms of the Securities Regulation Panel ("SRP") Code,
the offer will remain open for at least a further 14 days. If the condition
precedent is fulfilled or waived prior to the closing date, the closing date may
be brought forward to such earlier date as Clidet may stipulate, subject to
approval by the SRP and the JSE. If the condition precedent is not fulfilled or
waived by the closing date, then the closing date may, subject to approval by
the SRP and the JSE, be extended beyond the closing date. Should this happen,
then the last day to trade will also be extended up to five business days before
the extended closing date and record date. In the event of the closing date
being brought forward, then all the relevant dates will be adjusted accordingly.
3. These dates and times are subject to amendment. Any such amendment will be
published on SENS and in the press.
4. Shares cannot be dematerialised or rematerialised after Friday, 6 September
2002 unless the offer becomes unconditional earlier, in which case shares will
no longer be able to be dematerialised or rematerialised after that date.
5. Certificated shareholders
If the offer becomes unconditional and a certificated shareholder has
accepted the offer in respect of some or all of his shares and surrendered his
documents of title, a cheque in respect of the offer consideration will be
posted to him, or electronically transferred, depending upon his election, at
his risk, within five business days of the announcement that the offer has
become unconditional or receipt of his documents of title by the transfer
secretaries, whichever is the later.
If the offer becomes unconditional and whether or not a certificated
shareholder has accepted the offer in respect of some or all of his shares, a
cheque in respect of the cash dividend will be posted to him, by registered
post, at his risk within six business days of the announcement that the offer
has become unconditional.
Dematerialised shareholders
If the offer becomes unconditional and a dematerialised shareholder has
accepted the offer in respect of some or all of his holdings, such holdings will
be withdrawn from his account at the CSDP or broker and the offer consideration
will be credited to the dematerialised shareholder`s account at the CSDP or
broker, as the case may be, in terms of the custody agreement entered into
between the dematerialised shareholder and his CSDP or broker within five
business days of the announcement that the offer has become unconditional or on
receipt of acceptance from the CSDP or broker, whichever is the later.
- If the offer becomes unconditional and whether or not a dematerialised
shareholder has accepted the offer in respect of some or all of his holdings,
the cash dividend will be credited to the dematerialised shareholder`s account
at the CSDP or broker, as the case may be, by way of electronic funds transfer
in terms of the custody agreement entered into between the dematerialised
shareholder and his CSDP or broker within six business days of the announcement
that the offer has become unconditional.
6. An application will be made to the JSE to suspend trading in Midas shares
from the date that (but only if) notice is given in terms of S440K.
7. Dematerialised shareholders are required to notify their CSDP or broker of
their acceptance of the offer in the manner and time stipulated in the agreement
governing the relationship between the shareholder and his CSDP or broker.
3. Financial effects
The table below sets out the financial effects of the transaction on the market
price, earnings per share ("EPS"), net asset value ("NAV") and the net tangible
asset value ("NTAV") per Midas share:
After
Before accepting proposal Change
(cents) (cents) (%)
Market price per Midas share
(Thursday, 20 June 2002)1 552 512 (7,2)
30-day volume weighted average2 551 512 (7,1)
EPS 67,8 3 34,6 4 (48,9)
NAV 572 5 512 (10,5)
NTAV 572 5 512 (10,5)
Notes:
1. Based on the closing price of Midas shares on Thursday, 20 June 2002
(immediately prior to the SENS announcement issued after the close of business
on Thursday, 20 June 2002).
2. Based on the volume weighted average closing price of Midas shares over the
30 trading days to Thursday, 20 June 2002.
3. Earnings per share for the 12 months ended 31 March 2002 (as extracted from
Midas` audited financial statements).
4. Earnings per share in the "After accepting proposal" column assumes that the
proposal consideration was for the full 12-month financial period ended 31 March
2002 and is based on the after-tax return on cash invested of 6,75%.
5. Net asset value and net tangible asset value per share at 31 March 2002 (as
extracted from Midas` audited financial statements).
4. Condition precedent
4.1 The transaction is subject to the fulfilment of the remaining condition
precedent that Clidet receives acceptances from shareholders holding not less
than 90% of the offer shares (or, such lesser percentage as Clidet may decide)
by no later than the closing date.
4.2 The offer and the cash dividend are also inter-conditional. If the offer
does not become unconditional or the cash dividend is not proceeded with, the
other will also not be implemented.
5. Opinions and recommendations
The sub-committee ("sub committee") comprised of non-executive directors
appointed by the board of directors of Midas to evaluate the proposed
transaction, appointed Nedcor Investment Bank Limited ("NIB") to advise as to
the fairness of the proposed transaction.
NIB has advised the sub-committee that it has considered the terms and
conditions of the transaction and is of the opinion that the consideration is
fair and reasonable to Midas shareholders.
The sub-committee having considered, inter alia, this advice, is of the opinion
that the terms of the transaction are fair and reasonable to Midas shareholders
and recommend, subject to no better offer being received, that Midas
shareholders accept the offer. The directors intend to accept the offer in
respect of the shares held by them.
6. Documentation
A circular containing full details of the transaction, which have been approved
by the JSE and the SRP, will be posted to Midas shareholders today.
Germiston
21 August 2002
Investment bank, and sponsor to Midas
Nedcor Investment Bank
Merchant bank to Clidet
ABSA
Corporate and Merchant Bank
Attorneys to Clidet
Cliffe Dekker
Date: 20/08/2002 05:25:00 PM Produced by the JSE SENS Department
