| Wed 16 Apr 2003, 17:37 | | Softline Limited - Detailed Cautionary Announcemen |
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Softline Limited - Detailed cautionary announcement
Softline Limited
(Incorporated in the Republic of South Africa)
(Registration number 1977/002304/06)
Share code: SFT ISIN: ZAE000012316
("Softline" or "the company")
Detailed cautionary announcement regarding the proposed disposal by Softline of
the entire undertaking of Softline, the proposed distribution of the net
disposal proceeds, the proposed voluntary winding-up and the proposed delisting
1. Introduction
1.1 With reference to the further cautionary announcement dated 19 March 2003,
Brait Advisory Services, a division of Brait South Africa Limited, is authorised
to announce that Softline has been in discussions with Investec Bank Limited
("Investec"), Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB")
(collectively referred to as "the lenders"), and a consortium consisting of,
inter alia, certain members of Softline"s senior management and certain of its
non-executive directors and Investec ("the Consortium").
1.2 The Consortium has indicated that, subject to approval by the lenders of the
required loan funding ("funding"), it intends to present Softline with a firm
proposal for it or its nominee to acquire, in accordance with Section 228 of the
Companies Act, Act 61 of 1973, as amended ("Act"), the entire undertaking of
Softline comprising all the shares held by Softline in its subsidiary and
associate companies (collectively referred to as the "affiliated companies"),
all claims that Softline may have against the affiliated companies and to assume
all liabilities Softline may have owing to or in respect of the affiliated
companies ("proposed disposal").
2. Distribution to shareholders
2.1 Once the proposed disposal has become unconditional:
* Softline intends to distribute the net disposal proceeds to its shareholders
("shareholders") by way of an advance liquidation dividend in anticipation of a
voluntary winding-up of the company ("proposed distribution"); and
* the shares in Softline will be delisted from the JSE Securities Exchange South
Africa ("JSE").
2.2 It is anticipated that the proposed distribution will be equivalent to 130
cents per Softline share.
3. Conditions precedent
The proposed disposal is subject to, inter alia:
3.1 the lenders concluding a due diligence investigation ("due diligence") on
Softline and the affiliated companies and confirming that they are satisfied
with the outcome thereof. It is expected that the outcome of the due diligence
will be known on or about Friday, 9 May 2003;
3.2 the Consortium or its nominee submitting their firm intention letter to
Softline to proceed with the proposed disposal ("firm intention letter");
3.3 the lenders providing the necessary confirmation to Softline and the
Securities Regulation Panel ("SRP") that the funding in respect of the firm
intention letter is secured;
3.4 the completion of the necessary legal agreements (including funding and
disposal agreements between and amongst Softline, the lenders and the
Consortium) to give effect, inter alia, to the proposed disposal and the funding
thereof;
3.5 obtaining the necessary approval from shareholders in a general meeting; and
3.6 obtaining the requisite regulatory approvals and consents, including, but
without limitation, those of the JSE, the SRP, the South African Reserve Bank,
the Financial Services Board and/or the Registrar of Banks" and the relevant
Competition Authorities.
4. Fair and reasonable investigation
KPMG Services (Pty) Ltd has been appointed to conduct a fair and reasonable
investigation to determine whether the proposed disposal is fair and reasonable
and has already commenced with this investigation ("fair and reasonable
investigation").
5. Further announcement
A further announcement will be published in the press to provide shareholders
with, inter alia, details of the outcome of the due diligence, the fair and
reasonable investigation and the submission by the Consortium or its nominee of
a firm intention letter, as well as all other relevant details of the proposed
disposal. It is anticipated that such an announcement will be released on SENS
on or about Monday, 19 May 2003. Therefore, shareholders are advised to continue
to exercise caution when dealing in their Softline shares on the JSE until such
further announcement is made.
Johannesburg
16 April 2003
Corporate advisor
BRAIT
Legal advisor to Softline
Rabin, van den Berg & Pelkowitz
Advisory Services (Pty) Ltd
Sponsor
Brait Sponsors (Proprietary) Limited
(Registration number 2000/031069/07)
Auditors and reporting accountants
Charles Orbach & Company
Chartered Accountants (SA) Registered Accountants & Auditors
Legal advisor to the Consortium
Fluxmans Attorneys
Fluxmans Inc.
Website: www.fluxmans.com
Registration number 2000/024775/21
Independent advisor to minorities
KPMG
Lender
Investec Bank Limited
(Registration number 1969/004763/06)
Lender
Rand Merchant Bank
A division of First Rand Bank Limited
Attorneys to the lenders
Deneys Reitz Attorneys Inc.
Reg. No. 1984/003385/21
