| Fri 29 Nov 2002, 17:27 | | Corpcapital - Announcement |
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Corpcapital - Announcement
CORPCAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 1983/017384/06)
Share code :CPA ISIN Code: ZAE000034260
("Corpcapital")
Acquisition of shares in Vestacor Limited ("Vestacor")
Conditional mandatory offer to acquire all shares in Vestacor
Acquisition
Corpcapital announces that it has acquired 87 836 674 ordinary shares in
Vestacor ("the acquisition"), being 47,1% of Vestacor shares in issue, from PSG
Investment Bank Holdings Limited ("PSGBH"), with effect from the commencement of
business on 2 December 2002, as referred to in the announcement by, inter alia,
PSGBH published simultaneously with this announcement.
The purchase price is R79,1 million (90 cents per Vestacor share), payable as
follows:
- R61,5 million (70 cents per Vestacor share) on 2 December 2002;
- R17,6 million (20 cents per Vestacor share) on 2 December 2003, by way of a
fully negotiable promissory note, to be delivered on 2 December 2002 and
endorsed by Corpcapital.
Financial effects of the acquisition on Corpcapital
The financial effects of the acquisition on Corpcapital, based on Vestacor`s pro
forma annual financial statements for the year ended 28 February 2002, as
included with its interim results published simultaneously with this
announcement, are not material.
Mandatory offer to Vestacor shareholders and delisting
Subject to all requisite approvals including the approval required under the
Competition Act, 1998, Corpcapital shall offer to acquire all shares in Vestacor
which it has not already acquired ("the mandatory offer"), for a cash price of
86,9 cents per share, being the equivalent of the price per share payable to
PSGBH for the acquisition, on the basis that the 20 cents portion of such price
payable on 2 December 2003 has been discounted at 17% (NACM) to a present value
of 16,9 cents. The mandatory offer will be made within 30 days of this
announcement.
The South African branch of Barclays Bank Plc has provided confirmation to the
Securities Regulation Panel that Corpcapital is able to satisfy full acceptance
of the mandatory offer, on the basis that Vestacor shareholders holding 88 328
543 shares (47,4% of Vestacor shares in issue) have undertaken not to accept the
mandatory offer or to accept it on the basis that amounts then due to them will
be re-invested in Vestacor on the basis proposed in the mandatory offer.
It is intended that Vestacor will be delisted following the mandatory offer.
Undertaking to meet valid claims to Vestacor shares
If, within 14 days after the mandatory offer has been made, a shareholder in
PSGBH as at the date of this announcement (other than PSG Group Limited) validly
claims delivery from PSGBH of any of the Vestacor shares acquired by
Corpcapital, Corpcapital has undertaken to transfer to such shareholder the
number of Vestacor shares to which such shareholder would have been entitled had
PSGBH distributed its shares in Vestacor as originally contemplated, against
payment to Corpcapital of a price per share equal to that payable by Corpcapital
per Vestacor share, plus interest thereon at prime (calculated from 2 December
2002 to date of payment, both dates inclusive) plus the costs of transferring
the shares in question to such shareholder.
Johannesburg
29 November 2002
Corporate advisor and joint sponsor Legal advisor
Corpcapital Corporate Finance Corpcapital Transaction Support
Lead Sponsor
PriceWaterhouseCoopers
Corporate Finance
Date: 29/11/2002 05:16:00 PM Produced by the JSE SENS Department
