| Fri 27 Dec 2002, 16:53 | | HomeChoice - Salient Dates Announcement Regarding |
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HomeChoice Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1991/005430/06)
Share code: HCH ISIN: ZAE000011409
("HomeChoice" or "the Company")
SALIENT DATES ANNOUNCEMENT REGARDING DELISTING PROPOSAL,
OFFER AND WITHDRAWAL OF CAUTIONARY
1. INTRODUCTION
1.1 As set out in the announcement dated 14 November 2002, subject to the
suspensive conditions set out in paragraph 2 below (the "Suspensive
Conditions"):
1.1.1 the board of directors of the Company (the "Board") has proposed
that the Company apply to the JSE Securities Exchange South Africa (the "JSE")
for the listing of the Company`s shares on the JSE to be voluntary terminated
(the "Delisting"); and
1.1.2 R Garratt has furnished the Board with an irrevocable undertaking
that he (or his nominee) will make an offer (the "Offer") in terms of section
440A of the Companies Act 61 of 1973 (the "Act") to purchase from the
shareholders of the Company all the issued shares in the Company other than
those under his control for a cash amount of 18c (eighteen cents) per share.
1.2 R Garratt has nominated Garfam Nominees (Proprietary) Limited,
registration number 1998/012804/07 as the offeror (the "Offeror").
1.3 If offerees holding 90% of the shares held by all offerees accept the
Offer, then the Offeror intends to invoke the provisions of section 440K of the
Act and compulsorily acquire the shares of the offerees who have not accepted
the Offer.
1.4 A general meeting of shareholders is being convened to be held at 200
Main Road, Claremont, Cape Town on Wednesday, 15 January 2003 at 10:00, for the
purpose of considering and, if deemed fit, passing, with or without
modification, the ordinary resolutions required to approve the Delisting (the
"General Meeting").
1.5 It is recorded that the JSE requested that the Company not take Garratt
or his associates` votes into account in determining the requisite majority to
pass the resolution approving the Delisting of the Company. The Company has
declined this request on the grounds that Garratt and his associates are legally
entitled to have their vote taken into consideration in determining the
requisite majority required to approve such resolution. Accordingly, the
Offeror, Garratt and its other associates intend to vote at the General Meeting
and their votes shall be taken into account.
2. SUSPENSIVE CONDITIONS
2.1 The proposed Delisting is subject to the fulfilment of the following
suspensive conditions:
2.1.1 obtaining approval from the JSE and the Securities Regulation Panel
(the "SRP"), as may be required;
2.1.2 the passing of an ordinary resolution of the shareholders in general
meeting approving the Delisting; and
2.1.3 the Offer becoming unconditional.
2.2 The Offer is subject to the following suspensive conditions, the last of
which may be waived by the Offeror giving written notice to the Company:
2.2.1 approval of the SRP and JSE, as may be required;
2.2.2 the approval of the Offer by the relevant competition authorities, to
the extent required; and
2.2.3 the passing of an ordinary resolution of the shareholders in general
meeting approving the Delisting.
3. SALIENT DATES AND TIMES
2002
Circular posted to shareholders Monday, 30 December
Offer opens at 09:00 on Monday, 30 December
2003
Last day to lodge forms of proxy for the
General Meeting by 10:00 Tuesday, 14 January
General Meeting to be held at 10:00 on Wednesday, 15 January
Results of General Meeting announced
on SENS; and Wednesday, 15 January
in the press Thursday, 16 January
Last day to trade to take up Offer (if Offer is
extended, the last day to trade will
be five trading days before the Offer closing date) Friday, 14 February
If the Delisting is approved by the shareholders,
listing of the shares on the JSE
suspended at the commencement of trade on Monday, 17 February
Offer closing date and Offer record date at 16:00
(see note 2) on Friday, 21 February
Subject to valid acceptance of the Offer,
Offer consideration will be paid/posted Within five trading days after
to accepting shareholders, at their risk the Offer becomes unconditional
on (see note 4)
Results of the Offer and notice in terms of S440K,
if applicable, published:
on SENS; and Monday, 24 February
in the press on Tuesday, 25 February
Listing of the shares on the JSE terminated at the
commencement of trade (see note 3) on Tuesday, 25 February
If section 440K becomes applicable, a further
announcement will be made setting out the
applicable salient dates.
Notes:
1. The above dates and times are subject to amendment. Any such amendments will
be published in the press and announced on SENS.
2. The Offer closing date shall be on the date provided, provided that at such
date the Offer shall have been open for acceptance for 14 calendar days after
the date of the announcement that it is unconditional, failing which, such later
date to be announced in the press and on SENS. Dematerialised shareholders are
required to notify their duly appointed Central Security Depository Participant
("CSDP") or broker, as the case may be, of their acceptance of the Offer in the
manner and time stipulated in the agreement governing the relationship between
the shareholder and the CSDP or broker, as the case may be.
3. Share certificates may not be dematerialised after Friday, 14 February 2003
should the listing be terminated, subject to any amendment announced on SENS
and/or in the press. If the listing is not terminated then share certificates
may not be dematerialised or rematerialised between Monday, 17 February 2003 and
Friday, 21 February 2003, both days inclusive.
4. Subject to the Offer becoming unconditional, payment to shareholders
accepting the Offer will be made/posted within five trading days after the Offer
becomes unconditional, provided that payment shall only be made within five
business days after valid acceptance of the offer has been received by the
Transfer Secretaries.
4. CIRCULAR TO SHAREHOLDERS
Full details of the aforementioned Delisting, Offer and General Meeting will be
set out in a circular expected to be posted to shareholders on or about 30
December 2002.
5. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the announcement dated 14 November 2002, and are
advised that, further to this salient dates announcement by the Company, the
Board`s advice to shareholders to exercise caution while dealing in their shares
is withdrawn.
CAPE TOWN
30 December 2002
Corporate advisor
HJS Advisory Services (Pty) Ltd
(Registration number 2002/012957/07)
Legal advisor to the Company
Sonneberg Hoffman Galombik
Sponsor
Wipcapital (Proprietary Limited)
(Registration number 1997/021195/07)
Auditors and reporting accountants
Ernst&Young Chartered Accountants (SA)
(Registered Accountants and Auditors)
Independent advisors
RSM RSDM Associates (Cape Town)
Moores Rowland Chartered Accountants (SA)
Date: 27/12/2002 11:46:00 AM Produced by the JSE SENS Department
