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Lyons -
Release Date: 03/10/2003 17:02:01 Code(s): LYS
Lyons - Mandatory Offer, Further Offer 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
Mandatory Offer, Further Offer and Further Cautionary Announcement
Further information regarding the mandatory offer by Icarus Nominees
(Proprietary) Limited ("Icarus")
Further to the information announcement and further cautionary announcement
released on SENS on 30 September 2003 and published in the press on 1 October
2003 ("the announcement"), the Board of Directors of Lyons ("the Board") has
resolved to recommend to Lyons shareholders to accept the Icarus unconditional
mandatory offer at 5 cents per share ("the offer").
A circular to shareholders with the Board"s recommendation and the independent
advisers" opinion regarding the offer ("the circular") is being finalised and
will be circulated to shareholders shortly.
Offer from a consortium comprising Pangbourne Properties Limited and Mettle
Operations Limited ("the consortium")
The announcement referred to above, also disclosed to Lyons shareholders that a
new offer might be received. Shareholders are advised that the Board received a
conditional offer in writing from the consortium to acquire substantially all of
the assets and liabilities of Lyons for a purchase consideration of R36,7
million, which is based on estimated liabilities of Lyons amounting to R12
million and a net distribution to Lyons shareholders of 6,5 cents per share.
However, the liabilities of Lyons are considerably in excess of R12 million and
the effect of the offer would be to provide a minimal, if any, distribution to
shareholders. Consequently, at the Board meeting on 2 October 2003, the Board
rejected the offer.
A revised formal conditional offer has been received on 3 October 2003 from the
consortium to acquire all the assets of Lyons and to assume all of the
liabilities of Lyons. The proposed offer price is the sum of R24, 7 million and
is based on an assumption that at the closing date of a sale transaction between
Lyons and the consortium, the tangible net asset value of Lyons, fairly valued
by the consortium, will not be negative.
Renewal of cautionary
The Board of Lyons is considering the revised offer.
Accordingly, shareholders are advised to continue to exercise caution when
dealing in their Lyons shares until a further announcement is made.
Sandton
3 October 2003
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
(Registration number 1996/000034/07)
Corporate Law Advisors and Consultants
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Date: 03/10/2003 05:02:04 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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