| Tue 11 Feb 2003, 17:31 | | AMAP / Salton - Announcement Of A Firm Intention T |
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Incorporated in the Republic of South Africa
(Registration number 1997/004130/06)
Share code AMA ISIN ZAE000012647
("AMAP")
Salton Hong Kong Limited
Incorporated in Hong Kong
(Registration number 20131370-000-08-02-3)
("Salton")
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE A PARTIAL OFFER
1. Introduction
Further to the cautionary announcement dated 6 February 2003, the board of
directors of AMAP ("the board") wishes to advise shareholders that it has
received from Salton, a wholly-owned subsidiary of Salton Inc., a firm intention
to make a partial offer to all AMAP shareholders, other than Salton ("the
minority shareholders"), to acquire a portion of their AMAP shares ("the
offer").
2. The offer
2.1 Terms of the offer
In terms of the offer, it is Salton`s intention to acquire a further 21,2%
of the issued share capital of AMAP, equivalent to 30,6% of each minority
shareholder`s holding, for a cash consideration of 125 cents per share, subject
to the fulfilment or waiver (as applicable) of the conditions precedent set out
in paragraph 2.3 below. To the extent that some minority shareholders elect not
to accept the offer, the percentage that can be disposed of by the remaining
minority shareholders in terms of the offer, will increase in the event that
they have tendered in excess of 30,6% of their holdings of AMAP shares.
2.2 Consequences
Salton currently owns 30,8% of the issued share capital of AMAP. Should
Salton acquire in excess of 35% of the issued share capital of AMAP pursuant to
the offer, then in terms of the Securities Regulation Code on Take-overs and
Mergers ("the Code"), a mandatory offer must be extended by Salton to all
minority shareholders, unless a waiver of this obligation is obtained from the
minority shareholders. A general meeting of minority shareholders will thus be
convened for the purpose of considering and, if deemed fit, approving an
ordinary resolution to waive the requirement for Salton to make a mandatory
offer to the minority shareholders.
2.3 Conditions precedent
The offer is subject to the fulfilment of the following conditions
precedent:
* the posting of an offer document (which will include the board`s response to
the offer) ("the offer document") to AMAP shareholders within 30 days from the
date of this announcement, which document will be subject to the approvals of
the Securities Regulation Panel ("the SRP") and the JSE Securities Exchange
South Africa;
* approval of the Competition Commission to the extent necessary;
* the approval by a simple majority of the independent minority shareholders of
the resolution to waive the requirement for Salton to make a mandatory offer to
the minority shareholders as a result of the acquisition, pursuant to the offer,
of such number of AMAP shares as shall constitute Salton the holder of more than
35% of the issued share capital of AMAP; and
* AMAP shareholders irrevocably accepting the offer in respect of at least
21,2% of the issued share capital of AMAP in writing on or before the date the
offer closes.
2.4 Cash confirmation
The Hong Kong and Shanghai Banking Corporation Limited, Salton`s banker, has
provided written confirmation that Salton has sufficient resources at its
disposal to satisfy full acceptance of the offer.
3. Interest in securities and irrevocable commitments
No person acting in concert with Salton owns or controls any AMAP shares.
Neither Salton, nor any person acting in concert with it, holds any option to
purchase any AMAP shares.
Salton has received irrevocable commitments from Nedcor, Standard Bank and
ABSA, holding 25,3% of AMAP`s issued share capital, to accept the offer and, to
the extent required, dispose of further AMAP shares held by them to Salton so as
to result in Salton acquiring 21,2% of the issued share capital in AMAP in terms
of the offer.
4. Opinion
In terms of the rules of the Code, the board has appointed Bridge Capital
Services (Pty) Limited ("the independent advisor") to advise the board on the
terms and conditions of the offer. The board has considered the terms of the
offer and, subject to confirmatory advice being received from the independent
advisor, will recommend that AMAP shareholders accept the offer.
5. The offer document, salient dates and further cautionary announcement
The offer document will be posted to AMAP shareholders within 30 days from
the date of this announcement. A further announcement will be made on the
posting date to inform shareholders of, inter alia, the board`s recommendations,
the advice from the independent advisor and the timing of the offer.
Until such time as the board has received the advice of the independent
advisor and has made its recommendation on the offer, the minority shareholders
are advised to continue to exercise caution when dealing in their AMAP shares.
Johannesburg
12 February 2003
Sponsor and independent advisor to AMAP
BRIDGE CAPITAL
Corporate law advisors and consultants to AMAP
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & Consultants
(Registration number 1999/026464/07)
Date: 11/02/2003 05:20:03 PM Produced by the JSE SENS Department
