| Tue 29 Oct 2002, 9:59 | | Admiral - Offer by Austrian Gaming Industries |
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Admiral - Offer by Austrian Gaming Industries
(Incorporated in the Republic of South Africa)
(Registration number 1938/011493/06)
JSE Share code ADL ISIN ZAE000010229
("Company" or "Admiral")
Austrian Gaming Industries
Novomatic Group of Companies
OFFER BY AUSTRIAN GAMING INDUSTRIES GmbH TO THE MINORITY SHAREHOLDERS OF ADMIRAL
LEISURE WORLD LIMITED
1. INTRODUCTION
Further to the cautionary announcement published on 14 May 2002 ("first
announcement") and the further cautionary announcements published on 4 July 2002
and 23 August 2002 in relation to the written agreement ("sale agreement")
between Rean International (Proprietary) Limited ("Rean") and Austrian Gaming
Industries GmbH ("AGI") relating to the acquisition by AGI of 18 068 854
ordinary shares of the company ("sale shares") at a price of thirty-two cents
per share from Rean ("acquisition"), holders of issued shares in the capital of
the company ("shareholders") are advised that the parties have procured
fulfilment of the conditions precedent to which the sale agreement was subject
(other than the condition that the offer to be made in terms hereof, is made).
Accordingly, on fulfilment of all of the conditions and on transfer of the sale
shares into AGI`s name, AGI will become the registered beneficial owner of
approximately 51,7% of the issued ordinary shares of the company.
2. SALIENT FEATURES OF THE OFFER
2.1 The offer
2.1.1 The acquisition is an affected transaction and a mandatory offer to the
shareholders (other than AGI, its holding company, Novomatic AG, Casino Systems
Consulting AG, an associate company of Novomatic AG and Regina Anna Wulz who has
furnished AGI with an irrevocable undertaking not to accept the offer)
("minority shareholders") is required to be made in terms of the Securities
Regulation Code on Take-overs and Mergers ("Code"). AGI will accordingly make
the offer to acquire the shares held by minority shareholders in order to allow
the minority shareholders in Admiral to dispose of their shares at a premium to
the market price prior to the date on which the first announcement was made.
2.1.2 Minority shareholders are advised that AGI hereby irrevocably offers (the
"offer") to acquire the issued shares of the company (the "offer shares") which
are held by minority shareholders.
2.1.3 If the offer is accepted by minority shareholders holding not less than
90% of the offer shares, AGI may, in its sole discretion, invoke section 440K of
the Companies Act, 1973 (Act 61 of 1973), as amended ("the Act"), which will
enable AGI to compulsorily acquire the shares of those minority shareholders who
have not accepted the offer. If AGI elects to invoke the provisions of section
440K of the Act, an announcement containing the salient dates thereof will be
published in the press and on SENS.
2.2 The offer consideration
AGI shall pay minority shareholders who accept the offer of thirty-two cents per
ordinary share, in cash. This represents a premium of 194% above 10,88 cents
(being the weighted average price at which shares were traded on the JSE
Securities Exchange South Africa ("JSE") for the last thirty trading days prior
to 13 May 2002, which was the last day prior to the date of publication of the
first announcement). The total consideration to be received by the holders of
the 7 315 436 offer shares (if the offer is accepted in respect of all the offer
shares) will be approximately R2 340 939,52.
2.3 Pro-forma financial effects
The table below sets out the pro-forma financial effects on a holder of the
offer shares who accepts the offer:
Before acceptance After acceptance
of the offer of the offer %
(cents) (cents) change
Admiral share price
as at 13 May 2002(1)(2) 12 32 167
Admiral share price
as at 25 October 2002(3) 24 32 33,33
Net asset value(4)(5) 22 32 45
Earnings per share(6)(7) 1,54 0,744 (51,7)
Notes:
1. The last day on which Admiral shares traded before the publication of the
first announcement.
2. The share price after the offer is based on the offer price of thirty-two
cents per share.
3. The last day on which Admiral shares traded before publication of this
announcement.
4. The net asset value before the offer is based on the net asset value per
share on 28 February 2002, being the date of Admiral`s interim unaudited
accounts for the six-month period ended 28 February 2002.
5. The net asset value after the offer is based on the cash consideration of
thirty-two cents per share.
6. The earnings per share in the "Before" column is based on the profit per
Admiral share for the six-month period ended 28 February 2002, being the date of
Admiral`s interim unaudited accounts.
7. The earnings per share in the "After" column is based on the proceeds of the
offer being invested at current call rates of 7,75% per annum for the six-month
period ended 28 February 2002, less the maximum individual tax rate.
3. IRREVOCABLE UNDERTAKINGS
No shareholders have furnished irrevocable undertakings to AGI that they will
accept the offer. Michael Werner, a director of the company, has indicated that
he intends to accept the offer in respect of 200 000 of the
335 000 shares held by him. Regina Anna Wulz, a director of the company, has
furnished AGI with an irrevocable undertaking that she shall not accept the
offer in respect of the 1 712 500 shares in the company held by her.
4. OPINION
In accordance with the Rules of the Securities Regulation Panel ("SRP") the
board of Admiral ("board") has appointed Bridge Capital Services (Proprietary)
Limited ("independent advisor") to advise the board as to whether the terms and
conditions of the offer are fair and reasonable to the minority shareholders.
The opinion of the independent advisor will be included in the circular to be
posted to Admiral shareholders which is referred to in paragraph 9 below.
5. CONFIRMATION TO THE SRP
The SRP has received confirmation that AGI has sufficient resources to
satisfy the full offer consideration.
6. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that it is no longer necessary for them to exercise
caution in dealing in their shares in the company.
7. SALIENT DATES AND TIMES
The salient dates of the offer are as follows:
2002
Offer opens at 09:00 on Friday, 1 November
Last date to trade to accept the offer Friday, 15 November
Date from which shares trade excluding entitlement
to participate in the offer Monday, 18 November
Record date Friday, 22 November
Offer closes at 14:00 on Friday, 22 November
Results of offer published Monday, 25 November
Notes:
1. AGI will issue cheques or make electronic transfer of amounts due to minority
shareholders who accept the offer, within seven days of receipt by the transfer
secretaries of properly completed forms of acceptance, together with the
relevant documents of title in the case of minority shareholders who hold their
shares in the company in certificated form.
2. Share certificates may not be dematerialised and rematerialised between
Monday, 18 November 2002 and Friday, 22 November 2002 (both days inclusive).
3. The salient dates and times are subject to amendment. Any amendment will be
notified in the press.
4. Dematerialised shareholders are required to notify their duly appointed
Central Securities Depository Participants ("CSDP") or broker of their
acceptance of the offer in the manner and time stipulated in the agreement
governing the relationship between such shareholder and his/her CSDP or broker.
8. LISTING ON THE JSE
In the event that:
- the holders of the offer shares holding not less than 90% of the offer
shares accept the offer and AGI elects to invoke the provisions of section 440K
of the Act; or
- Admiral is requested by the JSE, in terms of the Listings Requirements of
the JSE, to terminate the listing of its shares on the JSE,
application will be made to the JSE for suspension and subsequent termination of
the listing of Admiral shares on the JSE.
9. DOCUMENTATION AND FURTHER ANNOUNCEMENT
A circular to shareholders containing full details of the offer, which is
subject to the approvals of the JSE and the SRP, is currently in the process of
being prepared and will be mailed to shareholders on or about 1 November 2002 or
such later date as approved by the JSE and SRP.
By order of the Board
Admiral Leisure World Limited Austrian Gaming Industries GmbH
29 October 2002 29 October 2002
Attorneys
Werksmans Incorporated
(Registration number 1990/007215/21)
Independent advisor
Bridge Capital
Sponsor
Werksmans Sponsors (Pty) Limited
(Registration number 2000/005164/07)
Auditors
Papilsky Hurwitz
Chartered Accountants (SA)
Date: 29/10/2002 07:52:00 AM Produced by the JSE SENS Department
