|
iProp Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/001239/06)
Share Code: IPR ISIN: ZAE 000018867
("iProp" or "the company")
Receipt of improved offer from management and recommendation from the board to
adjourn the general meeting
1. Introduction
Shareholders are referred to the announcement released on SENS on 21 January
2003 concerning an offer received from Clidet No 433 (Pty) Limited ("Clidet"), a
company owned and controlled by members of the executive management of the
company, to acquire the assets and liabilities of the company. Shareholders are
advised that the independent directors of the company ("the board") have
received an improved offer from Clidet ("the improved management offer").
Shareholders are reminded that the board of iProp has also received a revised
offer from Rowan Tree 4 (Pty) Limited, a wholly owned subsidiary of Mettle
Limited, to acquire all the businesses of iProp, iProp Limited and Lerix
Investments (Pty) Limited ("Lerix") ("the revised Rowan Tree offer").
2. Comparison of the offers
The salient features of each offer, as interpreted by the board, are presented
below:
The improved The revised Rowan
management offer Tree offer
Simplified Clidet will acquire Rowan Tree will
mechanics of each all the assets, acquire all the
offer excluding the 7 assets, excluding
million iFour cash up to an
linked units held amount of R33
by iProp ("the million, and settle
iFour units") and or assume all the
settle or assume liabilities of the
all the liabilities iProp group for a
of the iProp group cash consideration
for a cash of R92.5 million1
consideration of which is subject to
R67.0 million1. It certain downwards
is proposed that adjustments if,
the iFour units be inter alia:
distributed to the cash in the
shareholders as a iProp group at the
dividend in specie. date the
transaction is
implemented is less
than R33 million;
and / or
the net asset value
of the iProp group,
excluding cash up
to an amount of R33
million and the
value of the
endowment policy
described under
Note 15 of the
company"s annual
financial
statements, at the
date the
transaction is
implemented is less
than R115 million.
Consideration R 6.18 per iProp R 5.55 per iProp
payable to share 1,2 share 1
shareholders
Offer lapses 30 June 2003 7 April 2003
Salient conditions The placement of a The placement of a
precedent still to notice in terms of notice in terms of
be satisfied before section 34 of the section 34 of the
payment is made Insolvency Act No Insolvency Act in
24 of 1936 ("the respect of the sale
Insolvency Act") in by iProp, iProp
respect of the sale Limited and Lerix
by Lerix of its of their businesses
business to Clidet. to Rowan Tree.
The registration of The registration of
transfer of the transfer of the
Midrand Protea Midrand Protea
Hotel, currently Hotel, currently
owned by Lerix, owned by Lerix,
into the name of into the name of
Clidet and the Rowan Tree and the
registration of a registration of a
mortgage bond over mortgage bond over
the property. the property.
The approval of the
Competition
authorities.
The approval of
Mettle shareholders
if so required by
the JSE Securities
Exchange South
Africa.
Date for fulfilment 30 June 2003 30 June 2003
or waiver of the
conditions
precedent
Notes
1. The above figures have been based on the assumption that there are 16 675 700
iProp shares in issue. The figure in respect of the revised Rowan Tree offer is
based on the assumption that there will be no downward adjustment of the
purchase consideration.
2. The consideration is based on the assumption that the price of the iFour
units is R 5.15 per unit, being the closing price on 28 March 2003. iFour units
have traded between R 5.80 and R 3.90 per unit in the past twelve months.
3. Opinions and recommendation of the board
If no further offers are received, the board intends to accept the improved
management offer as it is of the view that this will release more value to
shareholders than acceptance of the revised Rowan Tree offer. The board is also
of the opinion that iProp shareholders should be provided with full details of
the improved management offer by way of a circular setting out the salient
features of such offer and containing an amended notice of general meeting. The
board is therefore recommending that shareholders should vote for an adjournment
at the meeting convened to be held on Friday 4 April 2003 in order to allow for
the relevant documentation to be prepared and posted. Shareholders should note
that this will mean that the revised Rowan Tree offer will lapse in accordance
with its terms.
4. Salient dates
Shareholders should note that the dates set out in the circular and announcement
dated 14 February 2003 no longer apply. As soon as there is clarity on the
timing of the process, an announcement will be published.
5. Documentation available for inspection
Shareholders are reminded that copies of both offers are available for
inspection at the offices of Questco Investments (Pty) Limited. Shareholders
may contact Tammy Holmes on +27 11 575 3415 to make arrangements to inspect such
documentation.
Johannesburg
31 March 2003
Corporate adviser
Questco Investments (Pty) Limited
Attorneys
Cliffe Dekker Inc
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Limited
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
