| Thu 8 May 2003, 17:34 | | The House Of Busby Limited - Detailed Offer Announ |
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THE HOUSE OF BUSBY LIMITED - DETAILED OFFER ANNOUNCEMENT
THE HOUSE OF BUSBY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/009173/06)
Share code: BSB ISIN: ZAE000013637
("Busby")
Detailed offer announcement
1. Introduction
Shareholders are referred to the announcements published on the Securities
Exchange News Service ("SENS") of the JSE Securities Exchange South Africa
("JSE") on:
- Monday, 10 March 2003 in which it was announced that a group of
shareholders led by Messrs D S and K L Brouze ("the Consortium")
acquired 6 788 373 Busby shares ("the Busby share acquisition") for a cash
consideration of 120 cents per share ("the offer price") which resulted in
the Consortium increasing its holding from 29,5% to 40,7% of the issued
share capital of Busby ("the cautionary announcement");
- Thursday, 13 March 2003 in which it was announced that the Consortium
acquired a further 30 000 Busby shares at the offer price;
- Tuesday, 15 April 2003 in which it was announced that the Consortium
acquired a further 2 884 152 Busby shares at the offer price,
(collectively, "the Consortium"s share acquisitions").
Pursuant to the Consortium"s share acquisitions, the Consortium increased its
holding to 45,4% of the issued share capital of Busby. As, after the Busby share
acquisition, the Consortium is the holder of more than 35% of the issued share
capital of Busby, in terms of the Securities Regulation Code on Take-overs
and Mergers ("the Code") and the Rules of the Securities Regulation Panel
("SRP"), a mandatory offer must be extended by the Consortium to Busby
shareholders, other than the Consortium ("Busby minority shareholders"), to
acquire the remainder of their Busby shares ("the offer shares") at the offer
price ("the offer").
2. The offer
2.1 Terms of the offer
The Consortium hereby irrevocably offers to acquire all the offer shares at a
price of 120 cents per Busby share.
Shareholders, collectively, holding 2 705 800 shares, representing 4,4% of
the issued share capital of Busby have, irrevocably and in writing, undertaken
not to accept the offer.
2.2 Intention to invoke the provisions of section 440K of the Companies Act,
1973 (Act 61 of 1973), as amended ("the Companies Act")
In the event that acceptances in terms of the offer are received in respect
of not less than nine-tenths of the offer shares, the Consortium intends to
invoke the provisions of section 440K of the Companies Act in order to acquire
the offer shares in respect of which acceptances have not been received,
compulsorily. In these circumstances, it is the intention of the Consortium to
effect the delisting of Busby from the JSE as soon as reasonably practicable
after the implementation of the offer.
2.3 Payment of the offer consideration and cash confirmation
The SRP has been furnished with written confirmation that the Consortium has
sufficient cash resources and/or facilities with which to meet its obligations
in terms of the offer.
3. Rationale for the offer
The Consortium"s strategic objective is to increase their exposure to Busby
as and when possible. Taking into account the prevailing market conditions and
the positive prospects for the South African economy, the Consortium"s share
acquisitions represented an ideal opportunity to do so.
The Busby share acquisition resulted in the Consortium being required, in
terms of the Code, to extend the offer.
4. Conditions precedent
The offer is unconditional.
5. Pro forma financial effects of the offer
Set out below are the unaudited pro forma financial effects of the offer for
Busby minority shareholders who accept the offer, based on the unaudited
consolidated interim financial results of Busby for the six-month period ended
31 December 2002:
Before the After the
offer offer Percentage
(cents) (cents) change
Market value per share 120,0(1) 120,0 -
Earnings per share 19,9(2) 4,5(4) (77,4)
Headline earnings per share 19,9(2) 4,5(4) (77,4)
Net asset value per share 321,0(3) 120,0 (62,6)
Net tangible asset value per share 300,0(3) 120,0 (60,0)
Notes:
(1) Being the weighted average Busby share price on the five days prior to the
publication on SENS of the cautionary announcement.
(2) Being Busby"s reported earnings per share and headline earnings per share
for the six-month period ended 31 December 2002.
(3) Being Busby"s reported net asset value per share and net tangible asset
value per share at 31 December 2002.
(4) Based on the assumption that the offer consideration of 120 cents per share
had been invested to earn an average after-tax return of 7,5% during the six-
month period ended 31 December 2002.
(5) No account has been taken of Capital Gains Tax in the calculation of the pro
forma financial effects of the offer on Busby minority shareholders shown in the
table above.
6. Opinions and recommendations
6.1 Fisher Hoffman PKF (Jhb) Inc. ("Fisher Hoffman"), the independent adviser,
has advised the independent directors of Busby (those having no interest in the
offer) that it has considered the terms of the offer, and is of the opinion that
the offer is fair and reasonable to Busby minority shareholders.
6.2 The independent directors of Busby have considered the terms and conditions
of the offer, and the advice of Fisher Hoffman and are of the unanimous opinion
that the terms of the offer are fair and reasonable to Busby minority
shareholders. Accordingly, the independent directors unanimously recommend that
Busby minority shareholders do accept the offer.
6.3 Those independent Busby directors, holding Busby shares, do not intend to
accept the offer in respect of any of their Busby shares.
7. Salient dates and times
2003
Offer opens at 09:00 Friday, 9 May
Last day for Busby shareholders to trade in Busby
shares on the JSE to be eligible to participate
in the offer, up to 17:00 Friday, 23 May
Record date Friday, 30 May
Offer closes at 16:00 (Note 2) Friday, 30 May
Results of offer published:
* on SENS Monday, 2 June
* in the press Tuesday, 3 June
Dematerialised Busby minority shareholders who
have accepted the offer will have their accounts
at their Central Securities Depository Participant
("CSDP") or broker credited (Note 4) Monday, 2 June
Cheques issued in respect of those certificated
shareholders who have accepted the offer
will be posted on or before (Note 5) Wednesday, 4 June
Notes:
1. The above dates and times are subject to amendment. Any such amendment will
be published on SENS and in the press.
2. Dematerialised shareholders are required to notify their duly appointed CSDP
or broker, as the case may be, of their intention to accept the offer in the
manner and time stipulated in the agreement governing the relationship between
the shareholder and his/her CSDP or broker.
3. Shares may not be dematerialised or rematerialised between Monday,
26 May 2003 and Friday, 30 May 2003, both days inclusive.
4. In the case of a dematerialised shareholder, payment will be made by
crediting his/her account at the CSDP or broker, as the case may be, as agreed
to between the shareholder and the CSDP or broker.
5. In the case of a certificated shareholder such payment will be made by cheque
or deposited directly into the shareholder"s bank account, whichever a
shareholder may instruct, at the risk of the shareholder concerned.
8. Documentation
A circular setting out the detailed terms of the offer will be posted to
Busby shareholders tomorrow, Friday, 9 May 2003.
9. Withdrawal of cautionary announcement
Busby minority shareholders are referred to the cautionary announcement and
are advised as a detailed offer announcement and circular have now been
published, caution is no longer required when dealing in your Busby shares.
8 May 2003
Sandton
Merchant bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor
Investec Securities Limited
Member of the JSE
(Registration number. 1972/008905/06)
Reporting accountants and independent adviser
Fisher Hoffman PKF (Jhb) Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration number 1994/001166/21)
