| Thu 7 Aug 2003, 9:51 | | Announcement Regarding A Conditional Offer To Acqu |
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AMB HOLDINGS LIMITED -
AMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1995/003054/06)
Share code: AMB ISIN: ZAE000029682
("AMB")
ANNOUNCEMENT REGARDING A CONDITIONAL OFFER TO ACQUIRE THE ENTIRE ISSUED SHARE
CAPITAL OF AMB
1. INTRODUCTION
AMB shareholders are referred to the announcements published on the
Securities Exchange News Service ("SENS") of the JSE Securities Exchange South
Africa ("JSE") on:
- 17 March 2003, regarding the sale by Credit Suisse First Boston
International of 15 million AMB shares to a South African financial institution
which had agreed to warehouse the shares for the benefit of a legal entity to be
formed; and
- 29 April 2003, regarding the acquisition by the aforementioned legal
entity, being Heywood Investments (Pty) Limited ("Heywood"), of a further 9
million AMB shares from various parties.
Subsequent to the aforegoing, Heywood holds in aggregate 24 million AMB
shares, representing approximately 26% of the total AMB shares in issue
(excluding treasury shares). Heywood is 100% held by a trust which has been
formed for the benefit of AMB management and a value-adding black economic
empowerment partner to be identified.
AMB has been advised that on 5 and 6 August 2003 Investec Bank Limited or an
affiliate ("Investec") has acquired approximately 33 million AMB shares at 770
cents per share ("the Investec acquisition") for the purposes of, subject to and
subsequent to the approval of the Competition Authorities, selling such AMB
shares to Heywood on the identical terms and conditions on which such shares
were acquired by Investec ("the proposed sale"). If the proposed sale is
implemented, then in terms of the Securities Regulation Code on Take-overs and
Mergers and the Rules of the Securities Regulation Panel ("SRP"), Heywood would
be obliged to extend a mandatory offer to AMB shareholders, other than Heywood
("AMB minority shareholders"), to acquire their AMB shares ("the offer shares")
for the same consideration. However, in order to expedite this process, Heywood
intends, as soon as possible, but subject to the approval of all relevant
regulatory authorities other than the Competition Authorities, to make a
conditional offer to AMB shareholders to acquire the offer shares ("the offer").
The offer itself will be conditional upon the Competition Authorities approving
the acquisition by Heywood of additional AMB shares in terms of the proposed
sale and the offer.
2. THE OFFER
2.1 Terms of the offer
Heywood will irrevocably, but subject to the fulfilment of the condition
precedent set out in paragraph 2.4 below, offer to acquire all the offer shares
at a price of 770 cents per AMB share ("the offer price"). The offer will only
be extended in the event that all relevant regulatory approvals, other than that
of the Competition Authorities, are obtained and will, subject to the SRP Code,
be open for as long as Heywood may elect.
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, Heywood 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.
2.3 Payment of the offer consideration and cash confirmation
The SRP has been furnished with written confirmation that Heywood has
sufficient cash resources and/or facilities with which to meet its obligations
in terms of the offer.
2.4 Condition precedent
The offer will be subject to the fulfilment of the condition precedent
that the Competition Authorities approve the acquisition by Heywood of
additional AMB shares in terms of the proposed sale and the offer.
3. PRO FORMA FINANCIAL EFFECTS OF THE OFFER
The table below sets out the pro forma financial effects of the offer on an
AMB minority shareholder based on the offer price of 770 cents per AMB share:
Before the After the
Per AMB share Note offer (cents) offer (cents) % change
Market value - 5 August 2003 1 680 770 13,2
Market value - 30 day
weighted average 2 575 770 33,9
Earnings 3 19,2 28,9 50,5
Headline earnings 3 19,0 28,9 52,1
Net asset value 4 889 770 (13,4)
The pro forma financial effects have been prepared for illustrative purposes
only, to provide information on how the offer might have affected the financial
position of AMB minority shareholders and, because of their nature, may not give
a true reflection of the financial effects of the offer. The pro forma financial
effects have been calculated on the bases set out below.
Notes:
1. The "Before" column reflects the value of an AMB share, based on the
closing market price on 5 August 2003, being the trading day immediately
preceding the date of this announcement. The "After" column reflects the offer
price of 770 cents per offer share.
2. The "Before" column reflects the value of an AMB share, based on the
weighted average traded price over the 30 trading days terminating on 4 August
2003, being the trading day immediately preceding the date of the Investec
acquisition. The "After" column reflects the offer price of 770 cents per offer
share.
3. The "Before" column reflects the earnings and headline earnings per AMB
share for the six months ended 31 March 2003, calculated on the basis of the
weighted average number of 104 737 091 shares in issue throughout the period.
The "After" column reflects the after-tax interest which an AMB minority
shareholder would have earned had an amount equivalent to the offer price been
invested at an after-tax interest rate of 7,5% per annum for the six months
ended 31 March 2003.
4. The "Before" column reflects the net asset value per AMB share as at 31
March 2003, and is based on 104 737 091 shares in issue at 31 March 2003. The
"After" column reflects the offer price of 770 cents per share.
No account has been taken of Capital Gains Tax in the calculation of the pro
forma financial effects of the offer which have been set out in the table above.
4. OPINIONS AND RECOMMENDATIONS
An independent sub committee of the board of directors of AMB ("AMB board")
will be formed to review the offer and to make a recommendation to the AMB
board. An independent adviser will be appointed to provide the AMB board with an
independent opinion on whether the terms of the offer are fair and reasonable to
AMB minority shareholders. In turn, the AMB board will make a recommendation to
AMB minority shareholders.
5. FURTHER ANNOUNCEMENTS AND DOCUMENTATION
The offer document is in the course of preparation and will, subject to the
approval of the JSE, the SRP and the South African Reserve Bank, be posted to
AMB shareholders in due course.
Further announcements, including the salient dates pertaining to the offer,
will be published in due course.
Illovo
6 August 2003
Corporate adviser to AMB
AMB Advisory Services Limited
Registration number 1996/016470/06
Legal adviser to AMB
Webber Wentzel Bowens
Lead sponsor to AMB
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Corporate adviser to Heywood
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Legal adviser to Heywood
Jowell, Glyn & Marais Inc
Date: 07/08/2003 07:50:57 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
