| Wed 20 Nov 2002, 10:25 | | S&j - Offer To Minority Shareholders And Proposed |
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S&J - OFFER TO MINORITY SHAREHOLDERS AND PROPOSED DELISTING OF THE COMPANY
S&J Land Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000139/06)
(Share code: SJL; ISIN: ZAE000009965)
("S&J" or "the company")
OFFER TO MINORITY SHAREHOLDERS AND PROPOSED DELISTING OF THE COMPANY
1. Introduction
Further to the announcement dated 2 October 2002, in terms of which Mr WNB
Imrie ("Imrie"), a director of the company, holding directly and indirectly
through Partridge Investments Limited, 58,3% of S&J`s issued ordinary share
capital ("share capital"), is obliged to make a mandatory offer to the minority
shareholders of the company at 38 cents per share ("the offer"), Imrie has
provided a guarantee acceptable to the Securities Regulation Panel that he has
the resources to fulfil his potential obligation in terms of the offer.
Irrevocable undertakings not to accept the offer have been received from
shareholders holding 5 084 110 shares representing 19,3% of the company`s share
capital.
2. Proposed delisting of the company
As a consequence of the mandatory offer together with the reasons set out
below, the board of directors of the company ("the board") has resolved to
delist its shares from the JSE Securities Exchange South Africa ("the JSE").
The board has also taken the following factors into account in arriving at
its decision:
- the benefits of the listing are out of proportion to the management time
and expense pertaining thereto;
- lack of institutional investor interest in the share;
- it is unlikely that the market rating of the company will improve in the
short to medium term; and
- it is unlikely that the free float requirements for the Main Board of the
JSE will be met following the implementation of the offer.
The delisting will be effected by way of an application to the Listings
Division of the JSE in terms of Rule 1.11 of the JSE Listings Requirements and
approval by the requisite majority of shareholders in general meeting.
Neither Imrie, being the controlling shareholder, nor any parties associated
with them may vote on the ordinary resolution approving the proposed delisting
of the company.
3. Independent opinion
In accordance with the rules of the Securities Regulation Panel ("the SRP"),
an independent adviser will be appointed to consider the terms of the offer and
their opinion will be included in the circular to shareholders referred to in
paragraph 6 below.
4. Suspensive conditions
The proposed delisting is subject to the following conditions precedent:
- approval of the circular to shareholders by the JSE and the SRP;
- approval by the requisite majority of S&J shareholders entitled to vote in
respect thereof; and
- the approval of any other regulatory authority.
5. Financial effects of the offer
The financial effects of the offer on an S&J shareholder are set out below
for illustrative purposes only.
After (assuming
acceptance of Change
Before the offer) (%)
Market price in cents
- Tuesday, 1 October 2002 19(1) 38 100
- 30 day weighted average 19(2) 38 100
- Friday, 15 November 2002 25(3) 38 52
Net asset value per share (cents) 204,5(4) 38 (81,4)
(Loss)/earnings per share (cents) (45,6)(4) 2,95 106,3
Headline/(loss) earnings per share (cents) (2,4)(4) 2,95 218,8
Notes
1. The closing price of S&J shares on the last trading day prior to the
publication of the cautionary announcement.
2. The volume weighted average traded price of S&J shares over the 30 trading
days up to the publication of the cautionary announcement.
3. The closing price of S&J shares on Friday, 15 November 2002, the last
practicable trading day prior to the publication of this announcement.
4. Extracted from the published audited results of the company for the year
ended 30 June 2002 and based on 26 300 000 shares in issue (closing and
weighted).
5. The pro forma earnings that a shareholder accepting the offer would have
earned assuming that the offer consideration of 38 cents per share was invested
at an after tax rate of 7,5% per annum for the 12 months ended 30 June 2002.
6. Circular to shareholders and withdrawal of cautionary announcement
A circular to shareholders incorporating the offer and the proposed delisting
together with a notice convening a meeting of shareholders, will be mailed,
subject to the approval of the JSE and SRP, within 28 days of this announcement.
The cautionary announcement dated 2 October 2002 is accordingly, withdrawn and
caution is no longer required in dealing in S&J shares on the JSE.
Bryanston
19 November 2002
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Date: 20/11/2002 07:05:00 AM Produced by the JSE SENS Department
