| Thu 21 Nov 2002, 18:01 | | Tradek - Change Of Control And Offer To Minority S |
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Tradek - Change Of Control And Offer To Minority Shareholders
Tradek Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1964/001296/06)
Share Code: TDK ISIN: ZAE000018891
("Tradek" or "the company")
CHANGE OF CONTROL AND OFFER TO MINORITY SHAREHOLDERS
Introduction
Shareholders are referred to the cautionary announcement by Tradek on 25 October
2002.
Northpark Trading 47 (Proprietary) Limited ("Northpark"), a consortium led by
Peter Gray, a non-executive director of the company, has acquired 68 178 798
Tradek shares ("the acquisition"), representing 36,9% of the ordinary issued
share capital of the company ("the sale shares"), for a purchase consideration
of R 8 181 456. The purchase consideration amounts to 12 cents per Tradek
ordinary issued share ("the offer price"). The sale shares were purchased from
Archway Venture Partners Trust and Genbel Securities Limited ("the vendors").
Offer to minority shareholders
Northpark previously held 51 684 179 shares representing 28,0% of the ordinary
issued share capital of Tradek. Post the acquisition, Northpark holds 119 862
977 Tradek shares representing 64,9% of the ordinary issued share capital of
Tradek.
The acquisition of a controlling stake in Tradek, is unconditional and is
classified as an affected transaction in terms of the requirements of the
Securities Regulation Panel ("the SRP") and the Securities Regulation Code and
Rules. As a consequence, effective control of Tradek has passed to Northpark,
and Northpark is accordingly obliged to extend an offer to all the minority
shareholders, to acquire their Tradek shares at the offer price ("the offer").
Continued Listing on the JSE Securities Exchange South Africa ("JSE")
Northpark currently intends to invoke section 440k of the Companies Act (Act 61
of 1973), should more than 90% of Tradek shareholders accept the offer. Should
440k not be able to be enforced, Tradek plans to, subject to shareholders
approval (excluding that of the controlling shareholder) apply to the JSE to de-
list the company. If the delisting is approved by shareholders, shareholders
that do not accept the offer will therefore become shareholders in a public
unlisted company.
Northpark confirms that it is not acting in concert with any party in relation
to the affected transaction.
Sasfin Bank Limited, has confirmed to the satisfaction of the SRP that
sufficient cash resources are available to ensure that the commitments in terms
of the offer to shareholders can be honoured.
Rationale for change of control
Northpark intends adding complimentary services to those already offered by
Tradek and marketing these services to existing and new clients.
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 9,0 (1) 12,0 33,3
Loss per share (3,0) (2) 9,1(3) 402,3%
Headline loss per share (2,4) (2) 9,1(3) 487,2%
Net asset value per share 13,1 (2) 12,0 (8,5)
Net tangible asset value
per share 13,0 (2) 12,0 (7,6)
Notes:
The price at which Tradek shares closed on the JSE on Wednesday, 20 November
2002.
Extracted from the audited financial statements of Tradek for the year ended 31
March 2002.
Earnings and headline earnings per share, assuming that the cash consideration
was invested at 8% per annum for the 12 months ended 31 March 2002, less a tax
rate of 30%.
Independent opinion
The Tradek Board of directors have appointed a sub-committee, comprising
independent directors not involved in the offer, to advise minority shareholders
on the offer.
In accordance with the rules of 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 below.
Documentation and withdrawal of cautionary
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.
The cautionary announcement dated 25 October 2002 is accordingly withdrawn and
caution is no longer required in dealing in Tradek shares.
Johannesburg
21 November 2002
Corporate Advisor and Joint Sponsor
Transactional Sponsor
X-CHANGE SPONSORS
SASFIN BANK LIMITED
Date: 21/11/2002 05:54:34 PM Produced by the JSE SENS Department
