| Wed 28 May 2003, 17:30 | | New Africa Investments Limited - Invitation To Exp |
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NEW AFRICA INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1993/002467/06)
Share codes : NAI and NAN
ISIN :ZAE000012134 and ZAE000011946
("NAIL")
INVITATION TO EXPRESS AN INTEREST IN MAKING AN OFFER TO NAIL
1. Introduction
1.1 NAIL has been pursuing a strategy of building its media assets over the
past 18 months. While the company has made some progress in this regard and the
media assets are performing well, NAIL has been frustrated in its acquisition
strategy by a combination of regulatory constraints and a lack of appropriately
priced assets. This has resulted in NAIL having to deal with a number of
strategic issues, including, - its strategic focus and future direction, the
extent of black economic empowerment in its shareholding, and the level of cash
and near cash in the company. Accordingly, the NAIL board is re-evaluating
NAIL"s strategy in order to address these issues.
1.2 In the meantime, NAIL has received a number of indications of interest from
third parties that wish to make offers to NAIL for the business as a whole or
for individual assets. In addition to giving an opportunity to such third
parties, NAIL wishes to provide an opportunity to other appropriate parties who
may be interested in acquiring some or all of NAIL"s media assets (including its
investment in Hertz) or exploring merger alternatives.
1.3 Accordingly, the board of NAIL has mandated a sub-committee of the board to
engage in a formal process with a view to procuring acquisition bids or offers
to merge from interested parties. Parallel with this formal process the board
will be evaluating steps that could be taken by NAIL, which would provide
greater value to shareholders than the acceptance of any offer received from a
third party in terms of this formal process.
2. PROCESS
2.1 Invitation to express an interest
2.1.1 Those persons who are interested, whether individually or as a
consortium ("interested party"), in acquiring the shares in or assets of NAIL,
or in concluding any merger with NAIL or in concluding any comparable
transaction with NAIL, are invited to submit a non-binding "expression of
interest", which will be reviewed as part of a short-listing process;
2.1.2 expressions of interest can either be delivered to Kenny Setzin at 1st
Floor, Fulham House, Hampton Park, 20 Georgian Crescent, Bryanston, 2194, faxed
for the attention of Kenny Setzin at (+2711) 463-8233 or sent by e-mail to
kenny@nail.co.za by no later than 12h00 on 13 June 2003;
2.1.3 the expression of interest should include at least the following in
respect of each interested party:
2.1.3.1 details of the interested party (and, if the interested party is a
consortium, each member of the consortium), including: full names, address, full
contact details and corporate details e.g. controlling shareholder/s and
directors;
2.1.3.2 a description of the interested party (and, if the interested party is
a consortium, each member of the consortium), covering the nature of its
business as well as industry experience;
the financial status of the interested party and an indication of its ability to
finance the transaction as well as any relevant evidence of this ability;
Details if any of Black Empowerment Credentials of interested party or
consortium; and
2.1.3.5 a preliminary description of the proposal being considered by the
interested party including, for example, whether the interested party envisages:
a) an acquisition, and if so, whether the interested party is interested in
acquiring the shares in NAIL or some, or all, of the assets of NAIL and if only
some of the assets, which assets of NAIL;
concluding a merger with NAIL and a brief description of what the interested
party has in mind in this regard;
concluding any other form of transaction comparable to the aforegoing and a
brief description of what the interested party has in mind in this regard.
2.2 The sub-committee will inform interested parties whether or not they have
been short-listed and will communicate to short-listed parties details of the
remainder of the process.
NAIL reserves, in its sole and absolute discretion, the right:
not to short-list any party and not to supply any reasons for doing so;
to deviate from the process set out in this announcement;
to determine the ensuing process subsequent to the receipt of expressions of
interest from interested parties, there being no obligation on any short-listed
party to continue with any such ensuing process determined by NAIL;
2.3.4 to discontinue the process at any time; and
2.3.5 to negotiate and enter into any transaction of any nature whatsoever
(including, without limitation, any disposal) whether with an interested party
or short-listed party, or any person who was not an interested party or a short-
listed party and whether the person made the highest offer or not.
3. Conclusion
The NAIL board is committed to the process of optimising value for
shareholders and is of the opinion that a formal process, the initial steps of
which are detailed in this announcement, could assist in this regard. Should
there be any questions relating to the proposed process, all communication
should be directed to Kenny Setzin as contemplated in 2.1.2.
Johannesburg
28 May 2003
Corporate Law Advisers and Consultants Sponsor
Edward Nathan & Friedland (Proprietary) Ltd AMB Advisory Services Limited
