| Thu 18 Dec 2003, 13:47 | | SUSPENSION AND TERMINATION OF THE LISTING OF MAXT |
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MAXTEC LIMITED - SUSPENSION AND TERMINATION OF THE LISTING OF MAXTEC ON THE JSE
SECURITIES EXCHANGE SOUTH AFRICA;
OFFER BY AN EMPOWERMENT COMPANY TO PURCHASE ALL OF THE MAXTEC
ORDINARY SHARES IN ISSUE, OTHER THAN THOSE HELD OR CONTROLLED
BY THE CONTROLLING SHAREHOLDERS OF MAXTEC
Maxtec Limited
Incorporated in the Republic of South Africa
(Registration number 1998/004039/06)
Share Code:MEC
ISIN: ZAE000016721
("Maxtec" or "the company")
* SUSPENSION AND TERMINATION OF THE LISTING OF MAXTEC ON THE JSE SECURITIES
EXCHANGE SOUTH AFRICA
* OFFER BY AN EMPOWERMENT COMPANY TO PURCHASE ALL OF THE MAXTEC ORDINARY SHARES
IN ISSUE, OTHER THAN THOSE HELD OR CONTROLLED BY THE CONTROLLING SHAREHOLDERS
OF MAXTEC
1. Introduction
Merchant Sponsors (Proprietary) Limited is authorised to announce that the board
of directors of Maxtec ("the board") has resolved to pursue the suspension and
subsequent termination of the listing of the company"s ordinary shares on the
JSE Securities Exchange South Africa ("the JSE"). C&MA Shelf 72 (Proprietary)
Limited an empowerment company ("C&MA Shelf 72"), which has as its shareholders
certain members of Maxtec"s staff and management, will offer to purchase all of
the Maxtec ordinary shares in issue, other than the ordinary shares currently
held or controlled by the controlling shareholders ("the offer shares"), for a
cash consideration of 1 cent per Maxtec ordinary share ("the offer"). C&MA Shelf
72 and the controlling shareholders, who currently hold 48,91% of the issued
share capital of Maxtec, have agreed that no offer will be made by C&MA Shelf 72
to the controlling shareholders in respect of Maxtec ordinary shares held or
controlled by the controlling shareholders.
2. Rationale for the delisting and the offer
The Maxtec board is of the opinion that:
- the negative sentiment towards companies with small market capitalisations
and the consequential limited liquidity of investments in the securities of
those companies will preclude any rapid recovery of the current trading
price of Maxtec on the JSE; and
- management time and expense related to the continued listing of Maxtec on
the JSE is not justifiable in view of Maxtec"s market capitalisation. The
offer will:
- provide the offer shareholders, being the shareholders of Maxtec,
other than the controlling shareholders, who are the holders of the
offer shares, ("the offer shareholders") with the opportunity to
realise their investment by disposing of their Maxtec ordinary shares;
and
- result in the suspension and subsequent termination of the listing of
Maxtec on the JSE.
Furthermore, the offer by the empowerment company, C&MA Shelf 72, which has as
its shareholders certain members of Maxtec"s staff and management, will
genuinely empower and uplift previously disadvantaged Maxtec employees at a
grassroots level.
3. Salient features of the offer
3.1 Mechanics of the offer
C&MA Shelf 72 will make an offer to the offer shareholders to acquire
the offer shares for a cash consideration of 1 cent per offer share.
The offer is conditional upon the condition precedent as detailed in
paragraph 6 below.
3.2 Pro forma financial effects of the offer on an offer shareholder who
accepts the offer
The table below sets out the pro forma financial effects on an offer shareholder
who accepts the offer:
Notes Before After Percentage
acceptance of acceptance of change if
the offer the offer the offer is
(cents) (cents) accepted
Market value per 1 2,6 1,0 (160,0)
share
Market value per 2 3,0 1,0 (200,0)
share
Net asset value per 3 6,6 1,0 (560,0)
share (including a
deferred tax asset of
5,3 cents per Maxtec
share)
Net tangible asset 4 1,3 1,0 (30,0)
value per share
Notes:
1. Based on the weighted average trading price of the Maxtec shares for
the 30 trading days up to and including 7 November 2003, being the
last full trading month before the cautionary announcement was
published in the press.
2. Based on the closing price of the Maxtec shares on the JSE on Monday,
15 December 2003, being the trading day prior to the publication of
the terms announcement.
3. Based on the net asset value per Maxtec share as at 31 August 2003,
being the latest financial reporting period.
4. Based on the net tangible asset value per Maxtec share as at 31 August
2003, being the latest financial reporting period.
4. Confirmation to the Securities Regulation Panel ("the SRP")
The SRP will be provided with a written confirmation from C&MA Shelf 72
confirming that it has sufficient funds available to satisfy the offer.
5. Salient dates of the offer
The expected salient dates of the offer are as follows:
2004
Circular posted to offer shareholders on
or about Friday, 16 January
Last date to lodge forms of proxy for the Monday, 2 February
general meeting by 10h00 on
General meeting held at 10h00 on Wednesday, 4 February
Results of general meeting released on Wednesday, 4 February
SENS on
Results of general meeting announced in Thursday, 5 February
the press on
Should the offer become unconditional:
Offer opens at 09h00 on Friday, 6 February
Last day to trade Friday, 20 February
Listing of Maxtec shares suspended on the
JSE from the commencement of business on Friday, 20 February
Offer closes at 12h00 on Friday, 27 February
Record date Friday, 27 February
Results of the offer released on SENS on Monday, 1 March
Results of the offer announced in the Tuesday, 2 March
press on
Listing of the Maxtec shares terminated on
the JSE from the commencement of business Tuesday, 2 March
on
C&MA Shelf 72 reserves the right to invoke the provisions of
Section 440K of the Companies Act, 1973 (Act 61 of 1973) as
amended, if acceptances representing not less than nine-tenths of
the offer shares are received from the offer shareholders.
Notes:
1. The dates and times in this announcement are subject to amendment. Any
such amendments will be published in the press and released on SENS.
2. An announcement will be published in the press and released on SENS
when the offer becomes unconditional. The final closing date may,
subject to approval of the SRP and the JSE, be extended beyond the
scheduled closing date.
3. Shares may not be dematerialised or rematerialised after Friday, 20
February 2004.
4. Dematerialised shareholders are required to notify their duly
appointed CSDP or broker of their acceptance of the offer in the
manner and time stipulated in the agreement governing the relationship
between the shareholder and his/her CSDP or broker.
5. Once the offer becomes unconditional, cheques will be posted to
certificated shareholders and CSDPs, or broker accounts will be
credited in respect of dematerialised shareholders within five
business days of receipt of a valid acceptance of the offer.
6. Condition precedent
The offer is conditional upon the approval by the requisite majority of Maxtec
shareholders of the ordinary resolution in respect of the suspension and
subsequent termination of the listing of the Maxtec shares on the JSE, in
respect of which ordinary resolution the controlling shareholders shall not be
entitled to vote.
7. Opinions and recommendations
The board is of the opinion that the offer is fair and reasonable to the offer
shareholders. They recommend that the offer shareholders vote in favour of the
requisite resolution to be proposed at the general meeting.
Fisher Hoffman PKF (JHB) Inc, as an independent expert, has considered the terms
and conditions of the offer and is of the opinion that the terms of the offer
are fair and reasonable to the offer shareholders. The opinion of Fisher Hoffman
PKF (JHB) Inc will be included in the circular to be posted to the offer
shareholders.
8. Documentation
A circular, which is subject to approval by the JSE and the Securities
Regulation Panel, will be mailed to the offer shareholders on or about 16
January 2004.
Johannesburg
18 December 2003
Sponsor
Merchant Sponsors (Proprietary) Limited
Corporate advisor
Merchantec (Proprietary) Limited
Reporting accountants and Independent Expert
Fisher Hoffman PKF (JHB) Inc
Date: 18/12/2003 01:30:05 PM Produced by the JSE SENS Department
