| Mon 14 Jul 2003, 15:54 | | EXTENSION OF OFFER/REVISED OFFER AND ELECTION TO S |
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HCI -
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/07111/06)
(ISIN ZA000003257) (Share code HCI)
("HCI")
EXTENSION OF OFFER/REVISED OFFER AND ELECTION TO SHAREHOLDERS
1. Extension of the Offer
Shareholders are aware that the Offer to minority shareholders of R3,50 per HCI
share made by Circumference Investments (Pty) Ltd ("the Offeror") as detailed in
the circular to shareholders dated 26 May 2003 ("the Offer") was to close at
14:00 on Friday 11 July 2003. An announcement was released on SENS on Friday, 11
July 2003 to extend the Offer until a further announcement is made and such
further announcement follows below:
Shareholders have been informed that legal proceedings have been instituted
against HCI and others by Consilium Capital, the holder of some 100 HCI shares.
An effect of these legal proceedings is that the resolutions that were passed by
shareholders at the recent meeting that was convened to consider and vote on
HCI"s delisting may not be implemented until the legal proceedings have been
finalised.
This has caused uncertainty for shareholders. The parties to these proceedings
may appeal, the proceedings may become protracted and it is unclear when the
matters will be finalised. The Offer currently remains conditional on the
delisting of HCI, which in turn depends on the manner in which the legal
proceedings are finalised. Shareholders that have elected or do elect to accept
the Offer will be unable to trade their shares and, until the finalisation of
the legal proceedings, will not know if and when they will be paid the Offer
Consideration. But for the intervening legal proceedings, shareholders that
elected to accept the Offer would have been paid the Offer Consideration within
5 days of the Offer becoming unconditional.
In order to give shareholders additional flexibility to remove uncertainty
surrounding the Offer and following discussions with the JSE and the SRP, the
Offeror has deemed it appropriate to:
- extend the Offer for a period of an additional 21 days with a closing date of
Friday, 1 August 2003; and
- offer shareholders the option of separating the Offer from the proposed
delisting of HCI, thus enabling those shareholders who so accept this revised
Offer and Election to receive payment of the Offer consideration within five
business days of receipt of such acceptance ("the immediate payment date") by
Computershare Investor Services Limited ("the transfer secretaries")("the
revised Offer and Election").
This revised Offer and Election will afford shareholders the opportunity of
accepting the Offer without assuming any of the risk surrounding the eventual
outcome of the legal proceedings. The revised Offer and Election is identical in
all terms with the Offer other than in relation to the conditionality thereof
and the payment date of the Offer Consideration.
Shareholders thus now have the option of:
- accepting the Offer,(as opposed to the revised Offer and Election) the effect
being that such shareholders will only sell their shares and receive the Offer
Consideration if and when HCI is delisted (which, as mentioned above, is in turn
subject to the final outcome of the legal proceedings and receipt from the JSE
Securities South Africa ("JSE") of formal approval to delist HCI). If HCI is not
delisted, such shareholders will retain their shareholdings in HCI; or
- accepting the revised Offer and Election, the effect being that shareholders
agree to unconditionally sell their HCI shares and will receive payment of R3,50
per HCI share within five business days of receipt of such acceptance by the
transfer secretaries; or
- declining to accept the Offer or the revised Offer and Election, the effect
being that such shareholders will remain as shareholders in HCI in either a
listed or delisted environment.
Shareholders who accepted the Offer prior to the first revised closing date,
being Friday, 11 July 2003, will be given the opportunity to elect to accept the
revised Offer and Election instead of the Offer and should they so elect, their
acceptance of the Offer will lapse and be superseded by their acceptance of the
revised Offer and Election.
To enable the Offeror to so extend the Offer and make the revised Offer and
Election, the Securities Regulation Panel has given a ruling in respect of rule
28.7 of the Code, and the JSE has granted such approvals and waivers as are
required.
2. Revised salient dates and times
The salient dates particular to the Offer and revised Offer and Election are as
set out below:
2003
Last day to trade in order to Friday, 25 July
participate in the Offer and/or
revised Offer and Election
Ex the Offer and revised Offer and
Election Monday, 28 July 2003
Offer and revised Offer and Election Friday, 1 August
close at 14:00 on(see paragraph 3 for
further details)
Record date to participate in the Friday, 1 August
Offer and revised Offer and Election
Payment to shareholders (dependent on the election made by t
shareholder)
Note:
1. The above dates and times are subject to change. Any such changes to dates
and times will be published on SENS.
2. Share certificates may not be dematerialised or rematerialised between
Monday, 28 July 2003 and Friday, 1 August 2003, both days inclusive.
This announcement, together with the revised Offer and Election form, will be
posted on Tuesday, 15 July 2003 to shareholders recorded in the register of
shareholders on Friday, 11 July 2003.
3. Procedures for acceptance of the revised Offer and Election
Certificated shareholders who wish to accept the revised Offer and Election, in
whole or in part, must properly complete the revised Offer and Election form of
acceptance, surrender and election ("the revised Offer and Election form") in
accordance with the instructions contained therein and deliver it, together with
the relevant document(s) of title, to the transfer secretaries so as to be
received by no later than 14:00 on Friday, 1 August 2003.
Should a certificated shareholder have already submitted a form of acceptance
and surrender, he now has the option to accept the revised Offer and Election by
completing the revised Offer and Election form and returning it to the transfer
secretaries to be received by no later than 14:00 on Friday, 1 August 2003.
Postal acceptances which are received by the transfer secretaries after 14:00 on
Friday, 1 August 2003 will not be valid and will not be accepted in terms of the
revised Offer and Election.
Should no revised Offer and Election form be received from a shareholder who has
already accepted the Offer, it will be assumed that the shareholder has elected
to accept the Offer and not the revised Offer and Election.
Dematerialised shareholders who wish to accept the revised Offer and Election,
in whole or in part, are required to notify their Central Securities Depository
Participant ("CSDP") or broker of their acceptance of the revised Offer and
Election in the manner and time stipulated in the custody agreement governing
the relationship between the shareholder and his CSDP or broker. Shareholders
should confirm with their CSDP or broker as to the cut-off date and time for
such notification.
4. Payment of Offer consideration under the revised Offer and Election
Should shareholders accept the revised Offer and Election, payment will be made
to those shareholders who have duly submitted their documents of title to the
transfer secretaries within 5 business days of receipt of such acceptance.
Cheques will be posted to HCI certificated shareholders by ordinary post to the
address as disclosed on the revised Offer and Election form, if different from
the address on the share register, at the shareholder"s risk, or deposited
directly into the shareholder"s bank account, depending on the shareholder"s
instructions contained in the properly completed revised Offer and Election
form.
Dematerialised shareholders will have their safe custody accounts updated and
credited within five business days of receipt of instructions by the transfer
secretaries.
5. Procedures for acceptance of the Offer
Certificated shareholders who have not already accepted the Offer and wish to
accept the Offer, in whole or in part, must properly complete the revised Offer
and Election form in accordance with the instructions contained therein and
deliver it, together with the relevant document(s) of title, to the transfer
secretaries so as to be received by no later than 14:00 on Friday, 1 August
2003.
Dematerialised shareholders who have not already accepted the Offer and wish to
accept the Offer, in whole or in part, are required to notify their CSDP or
broker of their acceptance of the Offer in the manner and time stipulated in the
custody agreement governing the relationship between the shareholder and his
CSDP or broker. Shareholders should confirm with their CSDP or broker as to the
cut-off date and time for such notification.
6. Payment of Offer consideration under the Offer
Once the Offer has become unconditional, consideration cheques will be posted to
HCI certificated shareholders within five business days.
Cheques in respect of the Offer will be posted to HCI certificated shareholders
by ordinary post to the address as disclosed on the revised Offer and Election
form or the form of acceptance and surrender, if different from the address on
the share register, at the shareholder"s risk, or deposited directly into the
shareholder"s bank account, depending on the shareholder"s instructions
contained in the properly completed form of acceptance and surrender.
Once the Offer has become unconditional, dematerialised shareholders will have
their safe custody accounts updated and credited within five business days.
7. Update on court proceedings
Whereas the legal proceedings were initially launched against HCI and others on
an urgent basis, the matter has now been set down for hearing on 2 September
2003. It is unclear when the judgment of the Court will be handed down following
the hearing and whether any of the parties to the legal proceedings will request
leave to appeal against the judgment. If such a request is made and granted by
the Court then pending the determination of the appeal, such judgment may not be
implemented.
14 July 2003
Durban
SPONSOR
Nedbank Corporate
Date: 14/07/2003 12:31:08 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
