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Lyons Financial Solutions Holdings Limited - Offer To Lyons And Further
Release Date: 04/08/2003 07:56:06 Code(s): LYS
Lyons Financial Solutions Holdings Limited - Offer to Lyons and Further
Cautionary Announcement
LYONS FINANCIAL SOLUTIONS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/022117/06)
("Lyons" or "the company")
Share code: LYS ISIN: ZAE000024709
Offer to Lyons and Further Cautionary Announcement
Further to the cautionary announcements dated 30 June 2003 and 14 July 2003,
shareholders are advised that the Board of Lyons ("the Board") has received an
offer in writing from Icarus Nominees (Proprietary) Limited (trading as Icarus
Investment Corporation) ("Icarus") to acquire the following assets of Lyons
("the offer"), subject to the conditions precedent below:
45% of the shares in and claims against The Lyons Corporate Lease Fund Limited
("LCLFL"), directly held by Lyons; and
100% of the shares in and shareholders" claims against all the subsidiaries and
associates of Lyons and LCLFL for an offer price of R 17,45 million.
In addition, Icarus hereby offers to acquire the 35% of the LCLFL owned by the
Rainmaker"s Trust for a price of R 13,6 million. It has been represented to
Icarus and its advisers that Lyons is the beneficiary of the Rainmakers Trust
and it is therefore assumed that Lyons (and indirectly its shareholders) will be
the ultimate beneficiaries of the abovementioned R 13,6 million purchase price
paid. To the extent that one of the subsidiaries of Lyons (the shares in and
claims against which will be acquired by Icarus in terms of the offer) is the
beneficiary of the Rainmakers Trust, Icarus undertakes to procure that such
benefit is waived in favour of Lyons.
In terms of the offer, Icarus will not assume liability for the term loan of
approximately R 3 million and the convertible debentures of approximately R 9
million owed by Lyons to Cape of Good Hope Bank Limited and Nedcor Corporate.
The offer is subject to the fulfillment of the following conditions precedent:
Icarus being afforded the opportunity to conduct a one week due diligence review
of Lyons to its satisfaction. The due diligence review will commence once all
the requested information necessary to complete the due diligence has been
received from Lyons;
Lyons management securing an additional working capital facility of at least R 5
million within 10 days of acceptance of this offer on terms acceptable to
Icarus;
The conclusion of binding legal agreements between Icarus and Lyons and Icarus
and the Rainmakers Trust governing the offer;
A commitment from the Lyons board that it will not acquire or dispose of any
significant assets (including those comprising the Lyons assets and
liabilities), issue further share options or incur further holding company debt
until the offer is concluded or lapses;
The acquisition of all of the 45% shareholding of Lyons in LCLFL, the shares in
and claims against all other subsidiaries of Lyons and the 35% shareholding of
the Rainmakers Trust in LCLFL;
A commitment from the board of the Lyons" subsidiaries and LCLFL that they will
not make any distributions in cash or in specie (including but not limited to
dividends) to their shareholders until the offer is concluded or lapses;
To the extent required, the approval by Lyons shareholders in general meeting
and the Trustees of the Rainmakers Trust; and
To the extent required, the approval by the relevant regulatory authorities,
including but not limited to the JSE Securities Exchange South Africa, the
Securities Regulation Panel ("SRP") and the Competition Commission.
Icarus reserves the right to waive condition 1 above before the offer closes.
Pursuant to the due diligence investigation mentioned in point 1 above, Icarus
may prefer to make an appropriate cash offer to the shareholders of Lyons, other
than Icarus ("the minority shareholders") (either by way of an offer in terms of
section 440K of the Companies Act, 1973 (Act 61 of 1973) as amended ("the
Act"), or a scheme of arrangement in terms of section 311 of the Act at the
election of Icarus) in order to ensure that the Lyons shares currently held by
the minority shareholders are acquired by Icarus.
The implementation of the offer will require approval from Lyons shareholders in
terms of section 228 of the Act, in accordance with the provisions of the Act
and the Securities Regulation Panel Code on Takeovers and Mergers.
Icarus requires a response from Lyons before Tuesday, 5 August 2003. Lyons has
appointed an independent advisor to advise the Board on the offer.
Icarus and parties associated with it currently own approximately 24% of the
issued share capital of Lyons.
Shareholders are advised to continue to exercise caution when dealing in their
Lyons shares until a further announcement is made.
Sandton
4 August 2003
Sponsor Corporate adviser to Icarus
Deloitte & Touche Sponsor Investec Corporate Finance
Services (Pty) Ltd Investec Bank Limited
(Registration number (Registration number
1996/000034/07) 1969/004763/06)
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