| Tue 12 Nov 2002, 17:18 | | Ozz Limited - Announcement |
|
Ozz Limited - Announcement
Ozz Limited
(Registration number 1946/024058/06)
(Incorporated in the Republic of South Africa)
("Ozz" or "the company")
Share code: OZZ ISIN code: ZAE 000005211
RMB Corvest Limited
(Registration number 1969/004736/06)
(Incorporated in the Republic of South Africa)
("RMB Corvest")
- Disposal by the company of its entire business
- Distribution to shareholders of R26,80 per share in anticipation of winding-up
- Conditional offer for all shares in the company at R27,50 per share
- Withdrawal of cautionary announcement
1. Introduction
1.1 Shareholders are referred to the cautionary announcement published on
15 October 2002.
1.2 The board of directors of the company ("the board") has accepted an
offer by RMB Corvest ("the Offeror") to acquire every business and/or asset and
assume all liabilities of the company as a going concern ("the sale of the
business"). On implementation of the sale of the business, the company will
distribute to shareholders, in anticipation of winding up, not less than R26,80
per share ("the distribution").
1.3 The Offeror has also offered, on the date when the sale of the
business becomes unconditional, to acquire all shares in the company at a cash
price of R27,50 per share ("the share offer").
1.4 The Offeror`s obligations under the sale of the business and share
offer are underwritten by Rand Merchant Bank, a division of First Rand Bank
Limited.
1.5 The company received a competing offer for the business from a third
party. The competing offer, which was for a lower amount than that offered by
the Offeror, has expired.
2. Sale of the business
2.1 The Offeror intends forming a consortium ("the Consortium") which
will include members of management of Ozz ("management"), an empowerment partner
and other financiers, which will participate with the Offeror in the
acquisition.
2.2 On implementation of the sale of the business, which is subject to the
suspensive conditions set out in 2.4 below, the Offeror will acquire all the
assets of the company, including the shares in the capital of and claims on loan
account against subsidiaries of the company and all rights to the name "Ozz",
and will assume all the liabilities and obligations of the company.
2.3 The purchase price payable by the Offeror for the sale of the
business, after meeting costs and liabilities, is an amount equal to a
distribution to shareholders in anticipation of winding-up of R26,80 per share.
The purchase price will be paid to the company within seven days after the date
of fulfilment of the last of the suspensive conditions referred to below.
Interest accrued on the purchase price paid to the company shall be, pending
distribution and subject to tax, for the benefit of shareholders and shall not
reduce the purchase price. If the purchase price is not paid to the company by 1
May 2003, it will bear interest at the First National Bank call rate from 1 May
2003 until date of payment.
2.4 The sale of the business is subject to fulfilment of the following
suspensive conditions ("the conditions"):
2.4.1 no later than 15 November 2002, agreement for the
participation of certain members of management in the Consortium;
2.4.2 no later than 30 April 2003, approval of the shareholders of
Ozz in general meeting in terms of section 228 of the Companies Act, 1973 (Act
61 of 1973) as amended; and
2.4.3 no later than 30 April 2003, all necessary regulatory
approvals including approval of the JSE Securities Exchange South Africa
("JSE"), the Securities Regulation Panel, the South African Reserve Bank and the
authorities under the Competition Act, 1998 (Act 89 of 1998).
3. Share offer
3.1 On fulfilment of all the conditions, the Offeror shall also offer to
acquire all shares in Ozz, cum the distribution, at a price of R27,50 per share.
3.2 The share offer will be open for a minimum period of 21 days, and it
will end within 7 days after the date on which the last of the conditions has
been fulfilled. Accordingly, during the share offer period, shareholders`
acceptance of the share offer shall be subject to fulfilment of the conditions.
4. Financial effects
The financial effects of the sale of the business are as follows:
Before After Change
Notes (Rands) (Rands) (%)
Market 1 22,05 26,80 21,6
value
EPS 3 2,80 1,65 (41,1)
HEPS 5 3,03 1,65 (45,5)
NTAV 7 18,33 26,80 46,2
The
financial
effects of
the share
offer are
as follows:
Notes Before After Change
(Rands) (Rands) (%)
Market 2 22,05 27,50 24,7
value
EPS 4 2,80 1,69 (39,6)
HEPS 6 3,03 1,69 (44,2)
NTAV 8 18,33 27,50 50,0
Notes
1. The "before" column reflects the volume weighted closing price of an
Ozz share on the JSE for the 120 days preceding the date of the cautionary
announcement published on 15 October 2002. The "after" column reflects the
distribution. The effects of STC and STC credits, if any, arising from the
distribution have not been taken into account.
2. The "before" column reflects the volume weighted closing price of an
Ozz share on the JSE for the 120 days preceding the date of the cautionary
announcement published on 15 October 2002. The "after" column is the share offer
price.
3. The "before" column reflects the fully diluted earnings per share
("EPS") as reported for the year ended 31 March 2002. The "after" column
reflects the after tax interest income that a shareholder would have earned,
over a twelve month period ended 31 March 2002, on R26,80, assuming a tax rate
of 30% and a before tax interest rate of 8,5%, being the average rate of
interest earned on a 12 month fixed deposit for the year ended 31 March 2002.
4. The "before" column reflects EPS as reported for the year ended 31
March 2002. The "after" column reflects the after tax interest income that a
shareholder would have earned on the same basis as set out in note 3.
5. The "before" column reflects the fully diluted headline earnings per
share ("HEPS") as reported for the year ended 31 March 2002. The "after" column
reflects the after tax interest income that a shareholder would have earned on
the same basis as set out in note 3.
6. The "before" column reflects HEPS as reported for the year ended 31
March 2002. The "after" column reflects the after tax interest income that a
shareholder would have earned on the same basis as set out in note 3.
7. The "before" column reflects the net tangible asset value per share
("NTAV") as reported at 31 March 2002. The "after" column is the distribution to
be made to shareholders in anticipation of the company being wound up. The
effects of STC and STC credits, if any, arising from the distribution have not
been taken into account.
8. The "before" column reflects NTAV as reported at 31 March 2002. The
"after" column is the share offer price.
9. The effect of tax on shareholders has not been taken into account as
each shareholder will have a different tax profile.
5. Delisting and winding-up
Subject to implementation of the sale of the business and the distribution,
the company shall apply to the JSE for the termination of its listing and will
be wound-up in terms of a members` voluntary winding-up.
6. Independent external advisor
The board has appointed Deutsche Securities SA (Proprietary) Limited
("Deutsche") as independent external advisor regarding the sale of the business
and the share offer. The substance of Deutsche`s advice, in the form of a fair
and reasonable report, will be communicated to shareholders in a circular in due
course.
7. Further Information
Salient dates will be announced shortly and a circular containing details of the
sale of the business, the share offer, the cash distribution and the delisting
and winding-up of the company shall be posted to Ozz shareholders in due course.
8. Withdrawal of cautionary announcement
Shareholders of Ozz are referred to the cautionary announcement dated 15
October 2002, and are advised that caution is no longer required.
Johannesburg
12 November 2002
Sponsor to Ozz
Deutsche Securities (SA) (Proprietary) Limited
(Registration number 1995/011798/07)
Independent advisor to Ozz shareholders
Deutsche Securities (SA) (Proprietary) Limited
(Registration number 1995/011798/07)
Corporate advisor to RMB Corvest
Corpcapital Corporate Finance
Joint legal advisors
Deneys Reitz
Burt Meadon
Date: 12/11/2002 05:13:06 PM Produced by the JSE SENS Department
