| Tue 10 Dec 2002, 17:36 | | Cfc - Confirmation Of First Distribution And Condi |
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CFC - Confirmation of First Distribution and Conditional Distribution of CFC`S
Shareholding in Homechoice
COMMERCIAL FINANCE COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Share code: CFC) (ISIN: ZAE 000001343)
(Registration number 1944/000264/06)
("CFC" or "the Company")
CONFIRMATION OF THE DISTRIBUTION BY CFC OF:
- 2 000 CENTS PER CFC ORDINARY SHARE; AND
- 1,67843 MR PRICE GROUP LIMITED ("MR PRICE") SHARES PER CFC ORDINARY SHARE
AND THE ANNOUNCEMENT BY CFC OF THE CONDITIONAL DISTRIBUTION OF ITS SHAREHOLDING
OF 33 331 151 SHARES IN HOMECHOICE HOLDINGS LIMITED ("HOMECHOICE"), ("THE
HOMECHOICE DISTRIBUTION")
1. INTRODUCTION
The circular posted to CFC shareholders on Tuesday, 19 November 2002 ("the
circular") indicated that the Board of Directors at CFC has resolved to do a
distribution to CFC ordinary shareholders comprising of:
- approximately 2 000 cents per CFC ordinary share ("the First cash
distribution") approximately R203,41 million in cash); and
- 1,67843 Mr Price shares for every CFC ordinary share held (17 070 342 Mr Price
shares), (collectively, "the First distribution").
2. THE FIRST DISTRIBUTION
BoE Merchant Bank is authorised to announce that the First distribution will
comprise of:
- 2 000 cents per CFC ordinary share; and
- 1,67843 Mr Price shares for every CFC ordinary share held
as set out in the circular. The First distribution will be made subject to the
ordinary and special resolutions being duly passed by the requisite majorities
of CFC shareholders at the general meeting to be held at 10:00 on Wednesday,
11 December 2002 and all special resolutions being registered by the Registrar
of Companies.
It is anticipated that the First distribution will be made in terms of the
salient dates and times as set out below.
3. THE HOMECHOICE DISTRIBUTION
It was set out in the circular that the Board of Directors of CFC believed, that
the Company`s shareholding in HomeChoice should not be distributed in specie,
but should rather be placed. The reason for this decision at the time was that
CFC`s shareholding in HomeChoice was large (approximately 24,6% of the issued
share capital at HomeChoice) and that the trading of HomeChoice shares on the
JSE Securities Exchange SA ("JSE") was illiquid.
It was announced on Thursday, 14 November 2002 that the Board of Directors of
HomeChoice has resolved to propose that it be authorised to make written
application to the JSE for the voluntary termination of the listing of
HomeChoice from the JSE ("the proposed HomeChoice delisting"). It was also
announced that Mr. R. Garrat who controls 44.38% of all the issued shares of
HomeChoice, has furnished the Board of HomeChoice with an irrevocable written
undertaking that he (or his nominee) will make an offer to purchase from
HomeChoice shareholders all the issued shares in HomeChoice not under his
control for a cash amount of 18 cents per HomeChoice share, conditional on the
proposed HomeChoice delisting succeeding ("the HomeChoice offer").
As a result of the proposed HomeChoice delisting and to afford CFC shareholders
direct opportunity to accept or reject the HomeChoice offer , the proposed
liquidator of CFC, subject to his appointment being ratified by the Master of
the High Court, expected to occur before Wednesday, 18 December 2002, has made
the decision in consultation with the Board of Directors of CFC, to distribute
the 33 331 151 HomeChoice shares ("the HomeChoice distribution shares") held by
CFC, to CFC ordinary shareholders, in specie, in the ratio of 3,27727 HomeChoice
shares per CFC ordinary share held, ("the HomeChoice distribution").
It is anticipated that the HomeChoice distribution will be made in terms of the
salient dates and times as set out below.
A further announcement detailing the salient dates of the proposed HomeChoice
delisting and the HomeChoice offer, has not been published and CFC ordinary
shareholders are referred to any such announcement(s) that would appear in the
press. CFC ordinary shareholders are also advised to study the circular that
they will receive, resulting from the HomeChoice distribution that will contain
details of the proposed HomeChoice delisting and the HomeChoice offer.
No cash payment will be made in lieu of fractions of HomeChoice distribution
shares. In accordance with the JSE Listings Requirements, the entitlement of CFC
ordinary shareholders to HomeChoice distribution shares will be the rounded
whole number of HomeChoice distribution shares obtained when applying the ratio
of 3,27727 to every CFC ordinary share held. The calculation will round down to
the nearest whole number if the fraction is less than 0,5 and will round up to
the nearest whole number if the fraction is equal to or greater than 0,5.
4. SALIENT DATES AND TIMES
CFC ordinary shareholders and CFC preference shareholders are reminded of the
following dates pertinent to the First distribution and HomeChoice distribution:
Last day to trade in CFC ordinary shares on
the JSE in order to be recorded in the
register by the first record date to
receive the First distribution and the
HomeChoice distribution shares Wednesday, 18
Shares will trade ex the First distribution
and HomeChoice distribution shares from Thursday, 19
First record date on which CFC ordinary
shareholders must be recorded in the
register to receive the First distribution
and HomeChoice distribution shares Friday, 27
Record date on which CFC preference
shareholders must be recorded in the
register to receive the return of capital
and arrear dividends Friday, 27
First distribution and HomeChoice
distribution shares transferred to the
Central Securities Depository Participant
or broker, as the case may be, for CFC
ordinary shareholders who have
dematerialised their CFC ordinary shares, Monday, 30
on
Cheques in respect of the first cash
distribution, Mr Price distribution share
certificates and HomeChoice distribution
share certificates posted to CFC ordinary
shareholders who have not dematerialised
their CFC ordinary shares, from Monday, 30
Cheques in respect of the return of capital
and arrear dividends posted to CFC
preference shareholders from Monday, 30
Notes:
1. The above dates and times may be changed. Any such changes will be
published in the press and announced on SENS.
2. CFC ordinary share certificates may not be dematerialised or rematerialised
between Thursday, 19 December 2002 and Friday, 27 December 2002, both days
inclusive.
3. The preference shares are unlisted.
10 December 2002
Durban
Corporate advisor Legal advisor to Sponsor to CFC
to CFC CFC
BoE Merchant Bank BoE Securities
A division of BoE Cox Yeats (Proprietary) Limited
Bank Limited (Member of the JSE
(Co. Reg. No. Securities Exchange
1951/000847/06) South Africa)
(Registration number
1995/012240/07)
Reporting Transfer secretaries
accountants and to CFC
auditors to CFC Computershare
Investor Services
Ernst & Young Limited
(Registration number
1958/003546/06)
Date: 10/12/2002 04:05:10 PM Produced by the JSE SENS Department
