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Lyons Financial Solutions Holdings Limited - OFFER TO LYONS SHAREHOLDERS AND
FURTHER CAUTIONARY ANNOUNCEMENT
Lyons Financial Solutions Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/022117/06)
Share code: LYS ISIN: ZAE000024709
("Lyons")
OFFER TO LYONS SHAREHOLDERS AND FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the announcement published in the press on Tuesday,
5 August2003 relating to an offer by Icarus Nominees (Proprietary) Limited
(trading as Icarus Investment Corporation) (Registration number 2001/014087/07)
("Icarus") to acquire substantially all ofthe assets of Lyons in terms of
section 228 of the Companies Act, 1973(Act 61 of 1973), as amended ("the Act"),
subject to certain conditions beingfulfilled ("the original offer"). The offer
price of R31,05 million in terms of the original offer related to the
acquisition of the following assets by
Icarus:
- 45% of the shares in and claims against The Lyons Corporate Lease Fund
Limited ("LCLFL"), directly held by Lyons;
- 100% of the shares in and shareholders" claims against all the subsidiaries
and associates of Lyons and LCLFL; and
- 35% of the LCLFL owned by the Rainmaker"s Trust, in respect of which Lyons
is the beneficiary,
(collectively, "the Lyons assets").
In terms of an announcement published in the press on Wednesday, 6 August
2003, Lyons shareholders were advised that the board of directors of Lyons had
accepted the original offer, subject to the fulfilment of certain conditions
precedent, which included, inter alia, the conclusion of a purchase and sale
agreement between Lyons and Icarus and the requisite regulatory and
shareholder approvals being obtained.
Following numerous discussions that have been held with the Securities
Regulation Panel ("SRP") and on the basis that a binding legal agreement
between Icarus and Lyons relating to the acquisition of the Lyons assets has
not yet been concluded, the board of Lyons and Icarus have mutually agreed
that Icarus will not proceed with the original offer. Instead, Icarus undertakes
to make an offer to the minority shareholders of Lyons in terms of section
440K of the Act to acquire the balance of the issued shares (cum any
distributions) in Lyons that it does not already own at a price of 5 cents per
Lyons share, which is considered to be in the greater interests of the Lyons
shareholders ("the revised offer"), subject to the fulfilment of the condition
precedent set out below:
- to the extent required, the approvals by the relevant regulatory authorities
being received, including but not limited to the JSE Securities Exchange South
Africa, the SRP and the Competition Commission.
Shareholders are accordingly advised to continue to exercise caution when
dealing in their Lyons shares until a detailed terms announcement is made.
Sandton
15 August 2003
Corporate adviser to Icarus
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Independent adviser to Lyons
Grant Thornton Kessel Feinstein
Corporate Finance (Pty) Ltd
(Registration number 2000/002649/07)
Sponsor to Lyons
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
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