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Masonite (Africa) Ltd - Acquisition of the interests of Masonite`s minority
shareholders
MASONITE (AFRICA) LIMITED
("MASONITE")
MASONITE INTERNATIONAL CORPORATION
("MIC")
ACQUISITION OF THE INTERESTS OF MASONITE`S MINORITY SHAREHOLDERS
INTENTION ANNOUNCEMENT
Masonite (Africa) Limited Masonite International
(Incorporated in the Republic of South Corporation
Africa) Incorporated in Ontario,
(Registration number 1942/015502/06) Canada
Share code: MAS
ISIN code: ZAE000004289
("Masonite")
Offer by Masonite International Corporation together with its wholly-owned
subsidiary, Masonite Corporation (collectively "MIC"), to acquire the entire
issued share capital of Masonite
INTRODUCTION
Shareholders of Masonite are referred to an announcement published on SENS on
Friday, 23 August 2002 regarding a proposed scheme of arrangement ("the scheme")
in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended
("the Act") to be proposed by MIC, Masonite and Express Model Trading 283
(Proprietary) Limited, to be renamed Masonite Investment Company ("Minco"), a
wholly-owned subsidiary of Masonite (collectively "the proposers"), between
Masonite and its shareholders other than MIC.
Subject to the implementation of the scheme, minority shareholders registered on
the record date to participate in the scheme ("scheme participants") will become
entitled to receive the cash consideration of 1 200 cents for every share held
in the share capital of Masonite ("scheme shares").
The scheme, if implemented, will result in the termination of the listing of
Masonite on the JSE Securities Exchange South Africa ("the JSE").
OFFER AND OPINIONS
The terms of an offer ("the offer") by the proposers to acquire those Masonite
ordinary shares ("Masonite shares") held by minority shareholders other than
MIC, were tabled at a meeting of the board of directors of Masonite ("the board
of directors") on Thursday, 22 August 2002. The board of directors appointed:
Ernst & Young Corporate Finance (Proprietary) Limited ("Ernst & Young") as
independent financial advisers to advise the board of directors on whether or
not the terms and conditions of the scheme are fair and reasonable; and
a sub-committee ("the sub-committee"), comprising independent non-executive
directors, to consider the terms and conditions of the scheme.
Ernst & Young has considered the terms and conditions of the scheme and is of
the opinion that, at the date of issue of its letter (which has not been
withdrawn at the date of this announcement), they are fair and reasonable to
scheme members. The full text of the letter from Ernst & Young will be included
in the scheme circular referred to in paragraph 5 below.
The sub-committee, taking into account the opinion of Ernst & Young, is of the
opinion that the terms and conditions of the scheme are fair and reasonable to
scheme members and has advised the board of directors accordingly. The board of
directors has considered the terms and conditions of the scheme and, taking into
account the opinion of Ernst & Young and the sub-committee, is also of the
opinion that the terms and conditions thereof are fair and reasonable to scheme
members and recommend that scheme members vote in favour of the scheme at the
scheme meeting. Directors of Masonite who own shares in their own right intend
to vote all such shares in favour of the scheme.
IRREVOCABLE UNDERTAKINGS
Minority shareholders hold 33,3% of the total issued share capital of Masonite.
Irrevocable undertakings to vote in favour of the scheme have been obtained from
minority shareholders representing approximately 34,3% of the total minority
shareholding.
CASH CONFIRMATION
The Securities Regulation Panel ("the SRP") has been given appropriate
confirmation (in terms of its requirements) that MIC, Masonite and Minco will be
able to implement the scheme.
FURTHER ANNOUNCEMENT AND DOCUMENTATION
The scheme circular, which is subject to the prior approval of the JSE and the
SRP, providing information on the scheme and containing, inter alia, a notice of
the scheme meeting, will be mailed to shareholders of Masonite once the Order of
Court convening the scheme meeting has been granted.
Durban
27 September 2002
Investment Bank to Masonite and MIC Attorneys: Cox Yeats Attorneys
and Sponsor to Masonite:
Nedcor Investment Bank Limited
Independent Financial Adviser to Auditors and Reporting
Masonite: Accountants to Masonite:
Ernst & Young Corporate Finance KPMG Inc.
(Proprietary) Limited
Date: 30/09/2002 08:45:00 AM Produced by the JSE SENS Department
