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Enterprise Risk Management Limited -
ENTERPRISE RISK MANAGEMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1995/001603/06)
(JSE Code: ERM ISIN Code: ZAE000037701)
("the Company")
ANNOUNCEMENT OF FIRM INTENTION TO MAKE AN OFFER RECEIVED FROM CATWALK
INVESTMENTS 167 (PROPRIETARY) LIMITED AND CAUTIONARY ANNOUNCEMENT
1. FIRM INTENTION TO MAKE AN OFFER
1.1 Introduction
Shareholders are advised that HJS Advisory Services (Proprietary) Limited
("HJS"), a wholly-owned subsidiary of Hosken Consolidated Investments Limited,
has given notice to the board of directors of the Company of the firm intention
of Catwalk Investments 167 (Proprietary) Limited ("Catwalk"), a wholly owned
subsidiary of HJS, to make an offer to purchase all or a lesser number of the
issued shares in the capital of the Company on the terms and conditions set out
below ("offer").
1.2 Price and payment
The price that Catwalk intends to offer to pay to the shareholders of the
Company is an amount of ninety five cents per share. Payment of the price will
be made within five days of acceptance of the offer by the shareholders of the
company, subject to the fulfilment of all of the conditions precedent to the
offer.
1.3 Conditions precedent
The offer is subject to the following conditions precedent -
1.3.1 Catwalk (and its advisors) conducting a due diligence
investigation on all the assets, liabilities, rights, obligations and affairs of
the Company ("company information") and informing the board of directors of the
Company by not later than twentyfive business days following the date that
access to the company information is given to Catwalk, that Catwalk is satisfied
with the outcome thereof (Catwalk will give such notice if the due diligence
investigation reveals that the financial position and affairs of the Company are
no less favourable than that shown in the publication of the financial results
of the Company for the 2003 financial year, as adjusted to take into account the
financial effects of transactions subsequently announced and publicly reported);
1.3.2 fulfilment of all suspensive and resolutive conditions attaching
to the sale of the entire business undertaking of the Company to Newshelf 716
(Proprietary) Limited;
1.3.3 the acquisition by Catwalk of not less than 90% (or such lesser
percentage as may be acceptable to Catwalk), of all the issued shares in the
capital of the Company;
1.3.4 bodies having jurisdiction over the offer, including but not
limited to the competition authorities, the Securities Regulation Panel, JSE
Securities Exchange South Africa ("JSE") and the South African Reserve Bank;
1.3.5 the approval of the Company"s shareholders, to the extent
required, if Catwalk elects to make the offer via a scheme of arrangement ("the
scheme") in terms of section 311 of the Companies Act, Act 61 of 1973, as
amended ("Companies Act"); and
1.3.6 the full implementation of the scheme, if applicable.
1.4 Structure
Catwalk, reserves the right to structure and implement the offer via either an
offer under section 440 of the Companies Act or a scheme of arrangement under
section 311 of the Companies Act.
2. SECURITIES IN THE COMPANY
2.1 HJS has notified the board of directors of the Company that -
2.1.1 there are no securities in the Company which are owned or
controlled by Catwalk or any person acting in concert with Catwalk or in respect
of which Catwalk has received an irrevocable commitment to accept the offer;
2.1.2 there are no securities in the Company in respect of which
Catwalk or any person acting in concert with Catwalk has an option to purchase;
2.1.3 there are no arrangements which exist between Catwalk or any
person acting in concert with Catwalk in relation to securities in the Company.
2.2 There are no arrangements between Catwalk and the Company or any
person acting in concert with Catwalk or the Company in relation to securities
in the Company.
3. SUFFICIENCY OF RESOURCES
3.1 The board of directors of the Company has been notified that sufficient
resources are available to Catwalk to satisfy full acceptance of the offer.
4. BOARD REVIEW
The board of directors of the Company will meet shortly in order to review and
consider the offer and will advise shareholders accordingly in due course.
5. CAUTIONARY ANNOUNCEMENT
Shareholders are advised to exercise caution in dealing in the Company"s
securities on the JSE until a further announcement is made.
Johannesburg
20 August 2003
Sponsor Attorneys to the Company
Exchange Sponsors Werksmans Inc
Date: 20/08/2003 05:16:08 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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