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Hosken Consolidated Investments Limited - Announcement and further cautionary
Hosken Consolidated Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1973/07111/06)
(ISIN ZA000003257) (Share code HCI)
("HCI" or "the Company")
Announcement and further cautionary
1. Introduction
Shareholders are referred to the cautionary announcement published on 31 July
2002 and are advised that the board of directors of the Company ("the Board")
has resolved unanimously to propose that the Company make a specific pro rata
offer to all its shareholders to purchase 75% of all their respective shares in
the Company ("the Repurchase Offer"). The Repurchase Offer will be funded
primary out of the Net Proceeds referred to in paragraph 3.5 below.
2. Rationale
The shares in the Company have been trading on the JSE Securities Exchange South
Africa ("the JSE") at a discount to the underlying value of the Company`s
assets. The Board is of the view that the Repurchase Offer will give
shareholders an opportunity to unlock such value, should they wish to do so.
3. Suspensive conditions
The Repurchase Offer is subject to the fulfillment, by not later than 31 March
2003, of inter alia, the following suspensive conditions:
3.1 the approval of the JSE;
3.2 the requisite resolutions being passed in general meeting by
shareholders;
3.3 the registration of the relevant special resolution(s) by the
Registrar of Companies;
3.4 the Securities Regulation Panel ("SRP") granting to the dominant
controlling shareholder of the Company, namely SACTWU Investments Group
(Proprietary) Limited ("SACTWU") an exemption from any obligation that it may
have to make a mandatory offer that may be triggered in terms of the Securities
Regulation Code on Takeovers and Mergers in consequence of the implementation of
the Repurchase Offer; and
3.5 the Company disposes of its entire interest of 5% in Vodacom Group
(Proprietary) Limited ("the Vodacom Interest") and receives a net amount of not
less than R1.5 billion ("the Net Proceeds") from such disposal ("the Proposed
Disposal").
The SRP has advised that it will grant SACTWU the exemption referred to in
paragraph 3.4 above, subject to independent shareholders` approval.
4. The Vodacom Interest
The Board has entered into negotiations with Venfin Limited regarding the
Proposed Disposal of the Vodacom Interest. If such negotiations are concluded it
is likely that the Company will receive Net Proceeds of R1.5 billion.
5. The purchase consideration
The purchase consideration payable by the Company for each HCI share purchased
by it shall be an amount calculated in accordance with the following formula:
R3.04 - [ ( R1.75 billion - A) divided by 370 million ] + (B divided by 370
million)
Where:
A = the Net Proceeds;
B = interest on A calculated at 70% of the call rate applicable to Nedcor Bank
Limited`s call rate for overnight deposits reckoned from the date of receipt by
the Company of the Net Proceeds to the date of payment of the purchase
consideration.
The amount of 370 million referred to in the above formula is fixed and was
based on the current number of HCI shares in issue.
Accordingly if the Net Proceeds are R1.75 billion, the consideration per HCI
share shall be 304 cents and if the Net Proceeds are R1.5 billion, the
consideration per HCI share shall be 236.4 cents. Such consideration shall be
increased by an appropriate amount as calculated in the last part of the above
formula.
It is anticipated that the purchase consideration will be payable to
shareholders by no later than 10 April 2003.
6. Irrevocable undertakings
The Company has received written irrevocable undertakings from shareholders who
currently collectively hold in excess of:
* 70% of all the issued shares in the Company, to vote in favour of such
resolutions and grant such approvals that may be required to give effect to the
Repurchase Offer; and
* 45% of all the issued shares in the Company, to accept the Repurchase Offer
in respect of such shares.
7. Last day to register, further announcement and documentation
A further announcement will be made in due course setting out, inter alia the
last day to register, the terms, financial effects, the salient dates and the
date of the circular, which circular will contain full details of the Repurchase
Offer and the Proposed Disposal.
8. Further cautionary announcement
Shareholders are advised to continue to exercise caution in dealing in their HCI
shares until a further announcement is made.
29 August 2002
Durban
Corporate Advisors
HJS Advisory Services (Proprietary) Limited
(Registration number 2002/012957/07)
Sponsor
ENF Sponsors (Proprietary) Limited
(Registration number 2000/027636/07)
Date: 29/08/2002 05:35:00 PM Produced by the JSE SENS Department
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