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HOSKEN CONSOLIDATED INVESTMENTS LIMITED - ACQUISITION OF AN EFFECTIVE 3,5%
INTEREST IN TSOGO SUN
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/07111/06)
(ISIN ZA000003257) (Share code HCI)
("HCI" or "the Company")
ACQUISITION OF AN EFFECTIVE 3,5% INTEREST IN TSOGO SUN
1. THE TRANSACTION
1.1 HCI shareholders are advised that the Company has acquired 100% of all the
issued shares in the capital of and claims against Tangney Investments
(Proprietary) Limited ("Tangney) from Nozala Investments (Proprietary)
Limited ("Nozala") and Khomanani Women Consortium (Proprietary) Limited
("KWC") (collectively "the Vendors").
1.2 Tangney is an investment holding company with its main investment being 7%
of all the issued ordinary shares in the capital of Tsogo Investment
Holding Company (Pty) Ltd ("TIH"). TIH owns 51% of all the issued ordinary
shares in the capital of Tsogo Sun Holdings (Pty) Ltd ("Tsogo Sun").
1.3 The issued ordinary share capital of Tangney is owned 64,3% by Nozala and
35,7% by KWC.
1.4 Tsogo Sun is actively involved in the hotel and gaming industries. By
entering into this transaction, HCI will acquire an effective 3,5% stake in
Tsogo Sun and thereby increase its effective interest in Tsogo Sun to
approximately 13,5%.
2. CONSIDERATION
2.1 The total purchase price that is payable to the Vendors for the shares and
the claims is R32,5 million.
2.2 The purchase consideration is payable in cash.
3. RATIONALE FOR THE TRANSACTION
The transaction enables HCI to gain an increased exposure to the hotel and
gaming industries.
4. EFFECTIVE DATE
The transaction is effective from 1 December 2003.
5. FINANCIAL EFFECTS
The table below sets out the aggregated pro forma financial effects of the above
transaction and the acquisition by HCI of Nactu Investment Holdings (Pty) Ltd
("NIH"), as detailed in the announcement by the company on 26 September 2003, on
the earnings, headline earnings and net asset value per HCI share based on the
audited results of the HCI group for the year ended 31 March 2003. The pro forma
financial effects detailed below are for illustrative purposes only, and
therefore may not give a true reflection of the effect of the transactions on
the earnings, headline earnings and net asset value of HCI.
Notes Before(cents) After(cents) Change(%)
Loss per share 1 286.41 278.50 2.76
Headline loss per share 1 32.12 34.06 (6.04)
Net asset value per share 2 506.00 528.00 4.34
Market value per share 3 356 356 -
Notes
1. The "Before" column represents the audited loss per share for the year
ended 31 March 2003. The "After" column represents the loss per share that
would have been reported had the above transaction and the acquisition of
NIH been effective from 1 April 2002, assuming that the purchase price had
been funded out of cash reserves, that would otherwise have accrued
interest at a before tax rate of 11.34%, and includes HCI"s equity
accounted 27% share of the earnings of TIH.
2. The "Before" column represents the net asset value per share at 31 March
2003. The net asset value as reported in the "After" column incorporates
the effects of the acquisition, had the acquisition been effective on 1
April 2002.
3. The market value per share as reported in the "Before" and "After" columns
represents the closing price of the HCI shares on the last trading day
prior to the suspension of the HCI shares.
9 December 2003
Durban
SPONSOR CORPORATE ADVISOR
Nedbank Corporate HJS Advisory Services (Pty) Ltd
Date: 09/12/2003 04:20:04 PM
Produced by the JSE SENS Department
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