| Thu 6 Nov 2003, 9:05 | | PROPOSAL BY THE BIDVEST GROUP LIMITED ("BIDVEST") |
|
MCCARTHY LIMITED - PROPOSAL BY THE BIDVEST GROUP LIMITED ("BIDVEST") TO ACQUIRE
THE ENTIRE ISSUED STATED CAPITAL AND ALL THE PREFERENCE SHARES OF MCCARTHY AND
FURTHER CAUTIONARY ANNOUNCEMENT
MCCARTHY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1991/003245/06)
("McCarthy" or "the company")
Ordinary shares: JSE code: MCC
ISIN: ZAE000034823
Preference shares: JSE code: MCCP
ISIN: ZAE000034831
PROPOSAL BY THE BIDVEST GROUP LIMITED ("BIDVEST") TO ACQUIRE THE ENTIRE ISSUED
STATED CAPITAL AND ALL THE PREFERENCE SHARES OF MCCARTHY AND FURTHER CAUTIONARY
ANNOUNCEMENT
1. Introduction
Further to the cautionary announcement published on 22 October 2003,
holders of McCarthy ordinary shares and preference shares are advised that
the board of directors of McCarthy ("the Board") has received a signed
agreement ("the agreement") entered into between Bidvest and the major
shareholders of the company, being a consortium of banks ("COB") in terms
of which:
* Bidvest intends to make an offer to acquire all the ordinary shares of
the company either by means of a Scheme of Arrangement in terms of
Section 311 of the Companies Act, Act 61 of 1973, as amended ("the
Act") or via an offer to ordinary shareholders in terms of Section 440
of the Act (the "ordinary share offer");
* the COB has irrevocably undertaken to accept the ordinary share offer
in respect of their ordinary shares, representing 88.27% of the issued
ordinary shares; and
* Bidvest has agreed to acquire the preference shares held by the COB,
representing 99.69% of the issued preference shares ("the preference
share acquisition"), collectively, "the transaction".
Shareholders are referred to the simultaneous announcement published by
Bidvest today.
2. Terms Of The Ordinary Share Offer
Subject to the fulfilment of certain conditions precedent and any
adjustment upwards as contemplated in paragraph 4 below, the ordinary share
offer will be for a cash consideration of 33 cents per ordinary share ("the
ordinary share offer price"), payable in cash on the later of 28 February
2004 and the acceptance of the ordinary share offer by the COB or the
operative date of the scheme of arrangement ("the implementation date").
McCarthy has granted Bidvest the right to undertake a due diligence
investigation in terms of which, if it is discovered that the audited
consolidated financial statements of McCarthy for the year ended
30 June 2003 are incorrect by a net amount in excess of R34.2m, then
Bidvest may resile from the agreement. Interest will be levied on any
amounts not paid on or before 28 February 2004.
3. The Preference Share Acquisition
Subject to the fulfilment of the aforesaid conditions precedent and any
adjustment upwards as contemplated in paragraph 4 below, Bidvest has agreed
to acquire, and the COB has irrevocably agreed to sell, the preference
shares held by the COB at a price of 33 cents per share (less the amount of
the December 2003 preference dividend - "the preference share acquisition
price"), payable in cash on the later of 28 February 2004 and the
implementation date. In respect of the balance of the preference shares,
Bidvest shall make an offer in terms of the Securities Regulation Code on
Takeovers and Mergers and the Rules of the Securities Regulation Panel, to
the McCarthy preference shareholders other than the COB. Interest will be
levied on any amounts not paid on or before 28 February 2004.
4. Retail Apparel Group Indemnity
The COB has undertaken to indemnify Bidvest and McCarthy against any loss,
liability, damage or expense which Bidvest or McCarthy may suffer or
sustain as a result of or which may be attributable to:
* any claims which the creditors of the Retail Apparel Group Limited,
RAG Capital (Proprietary) Limited, the RAG Security Trust and Retail
Apparel (Proprietary) Limited (collectively, "the RAG Group") or the
liquidators of Retail Apparel (Proprietary) Limited ("RAP") may have
against McCarthy and its subsidiaries; and
* the advance interim liquidation dividend received by McCarthy from RAP
on or about 31 December 2002 and any interest thereon being recalled.
If, after the implementation of the transaction, McCarthy receives any
amounts in addition to the advance interim liquidation dividend referred to
above from RAP or the RAG group, an amount equal to the net (including tax)
receipt by McCarthy shall be paid by Bidvest as follows:
* up to the first R10 000 000 thereof shall be paid to the COB as an
indemnity fee; and
* the balance, if any, shall be paid to the ordinary shareholders and
the preference shareholders pro rata to their shareholdings in
McCarthy, as at the appropriate date, by means of an increase in the
ordinary share offer price and an increase in the preference share
acquisition price.
5. Appointment Of Independent Financial Advisor
The Board has appointed Nedbank Corporate (a division of Nedbank Limited)
as its independent financial advisor to advise on the transaction. The
substance of such advice and the recommendation of the Board will be
communicated to shareholders in due course.
6. Further Cautionary Announcement
In view of the fact that the transaction is subject to the due diligence
and the fact that a cash guarantee has not been furnished in terms of the
requirements of the Code, the transaction should not be construed as a firm
intention to make an offer. Shareholders are advised to continue exercising
caution when dealing in the company"s securities until a further
announcement is made.
Durban
5 November 2003
Sponsor:
Rand Merchant Bank (A division of FirstRand Bank Limited)
Independent financial advisor and transaction sponsor:
Nedbank Corporate
Legal adviser to McCarthy:
Cox Yeats Attorneys
Date: 05/11/2003 05:54:19 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS
