| Wed 11 Sep 2002, 16:57 | | Ventel - Offer To Minority Shareholders |
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Ventel - Offer to Minority Shareholders
Venter Leisure and Commercial Trailers Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1985/070343/06)
Share Code: VTL ISIN: ZAE 000007811
("VENTEL")
OFFER TO MINORITY SHAREHOLDERS
Introduction
Shareholders are referred to the announcement of Dunrose Investments 143
(Proprietary) Limited ("Dunrose") published on 12 April 2002, and
subsequent announcements published by Ventel on 16 April 2002 and 27 May
2002.
Dunrose has acquired the shares in and claims against Leisure and
Commercial Holdings (Proprietary) Limited ("Leisure") the then
registered holder of approximately 60% of the entire issued share
capital of Ventel ("the Ventel shares"). The share certificates in
respect of the Ventel shares were held by First Rand Bank Limited
("First Rand") as security for various banking facilities that had been
granted, inter alia, to the late Michael William Katcs. Leisure and
Dunrose disputed the entitlement of First Rand to hold the Ventel shares
as security, and this led to a number of Court applications. These
matters have now been settled between Dunrose and First Rand and First
Rand has delivered the shares to Dunrose.
As a consequence, effective control of Ventel has passed to Dunrose, and
Dunrose is in a position to make an offer to Ventel minorities in terms
of the requirements of the Securities Regulation Panel ("the SRP") and
the Securities Regulation Code and Rules ("the Code").
Rationale for change of control
Shareholders are referred to the results of Ventel for the year ended 31
December 2001 published today. Shareholders will note that Ventel
incurred a loss of R11 225 000 and its ability to continue trading
required an injection of capital.
Subsequent to acquiring control of Ventel, Dunrose reviewed the
operations of Ventel and procured the injection of capital into the
company on loan account to settle creditors and provide working capital.
As a result of these actions, acceptable levels of production have been
restored.
Offer to minority shareholders
The acquisition of a controlling stake in Ventel, is unconditional and
is classified as an affected transaction in terms of the Code. Dunrose
is accordingly obliged to extend an offer to all the minority
shareholders, to acquire their Ventel shares at a price of 9 cents per
share. This price represents the "see-through price" per share paid by
Dunrose for the acquisition of shares in Leisure and to secure the
release of the Ventel shares held by First Rand. The Ventel shares
owned by Leisure have been registered in the name of Dunrose.
Dunrose does not intend to de-list Ventel pursuant to the offer.
No agreement, arrangement or undertaking exists between Dunrose and the
previous directors relating to the offer.
Nedbank, a division of Nedcor Bank Limited, (registration number
1951/000009/06) has confirmed to the satisfaction of the SRP that there
are sufficient cash resources available to ensure that the commitments
in terms of the offer to shareholders can be honoured.
Lifting of the suspension of trading in Ventel shares
Trading in Ventel`s shares was suspended by the JSE Securities Exchange
South Africa ("JSE") on 6 May 2002 because it had not timeously complied
with its reporting obligations in respect of the publication of its
financial results.
The audit of the financial results of Ventel is now complete and
shareholders are referred to the audited results announcement made
today.
It is envisaged that the annual financial statements will be posted to
shareholders on or about 27 September 2002 and subject to this date
being met and Ventel being in compliance with all its continuing
obligations, application will be made to the JSE to lift the suspension
of the trading in Ventel shares with effect from the commencement of
trading on Monday, 30 September 2002.
Financial effects of the offer
The table below sets out the financial effects of the offer on a
shareholder.
After
Before Accepting Change
(cents) the offer (%)
(cents)
Market price 5,0 (1) 9,0 80
(Loss)/earnings per share (22.2) (2) 0,5 (3) >100
Headline (loss)/earnings
per share (22.2) (2) 0,5 (3) >100
Net asset value per share 7,3 (2) 9,0 23
Net tangible asset value
per share 7,3 (2) 9,0 23
Notes:
The price at which Ventel shares last traded before trading was
suspended.
Extracted from the audited annual financial statements for the year
ended 31 December 2001
Earnings and headline earnings per share, assuming that the cash
consideration was invested at 8% per annum for the 12 months ended 31
December 2001, less the maximum individual tax rate applicable.
Documentation
A circular setting out full details of the change of control and offer
to minority shareholders is currently being prepared and will be posted
to shareholders within 28 days of this announcement.
Johannesburg
11 September 2002
Corporate advisor and sponsor Attorneys
SASFIN BANK LIMITED FLUXMANS ATTORNEYS
Date: 11/09/2002 04:41:59 PM Produced by the JSE SENS Department
