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Hosken - Put And Call Option Agreement Entered Into
Hosken Consolidated Investments Limited
(Registration number 1973/07111/06)
(Incorporated in the Republic of South Africa)
Share Code: HCI
ISIN Number: ZAE000003257
("HCI" or the "Company")
PUT AND CALL OPTION AGREEMENT ENTERED INTO WITH SOUTHERN AFRICAN CLOTHING AND
TEXTILES WORKERS UNION ("SACTWU") REGARDING HCI"S HOLDING IN SEARDEL INVESTMENT
CORPORATION LIMITED ("SEARDEL")
Introduction
HCI shareholders are advised that HCI has entered, subject to the fulfillment of
the conditions precedent set out in 5 below, into a put and call option
agreement with "SACTWU" ("the put and call option agreement") regarding the 16
070 142 Seardel "N" shares ("the Seardel shares") currently held by a wholly-
owned subsidiary of HCI.
SACTWU shall have a call option to purchase from HCI ("the call option") and HCI
shall have a put option to sell to SACTWU ("the put option"), the Seardel shares
("the disposal").
SACTWU shall have 30 days from the date of this announcement to exercise the
call option ("the call period") and HCI shall be entitled to exercise the put
option at any time during the 30-day period following the expiry of the call
period.
The put and call agreement will become effective upon fulfillment of the
conditions precedent referred to in paragraph 5 below.
Nature of business of Seardel
Seardel"s main business is that of manufacturing and distributing textiles and
men"s, women"s and children"s apparel. Its other activities comprise the
distribution of toys and consumer electronics as well as travel and property
investment interests relating to its manufacturing divisions.
Rationale
HCI"s investment in Seardel no longer fits in with HCI"s core business strategy
and the disposal will allow HCI to pursue other investment opportunities that
are in line with its core business.
Consideration
The consideration payable by SACTWU for the Seardel "N" shares, regarding the
put and the call option agreement is R47 406 919, payable in cash within 14 days
after the fulfilment of the suspensive conditions referred to in paragraph 5
below. The purchase price shall with effect from 1 January 2004, until the date
of payment, be increased by 10% per annum compounded monthly and pro-rated to
the extent required.
The consideration will be used by HCI to fund any future investment
opportunities.
Condition precedent
The put and call option agreement is subject to the fulfilment of, inter alia,
the following conditions precedent:
- the approval by the requisite majority of HCI shareholders at the General
Meeting referred to in paragraph 8 below; and
- the requisite regulatory approvals including, without limitation, that of the
JSE Securities Exchange South Africa ("JSE") Listings Division being obtained.
Financial effects
The financial effects of the disposal will be provided in a further announcement
to HCI shareholders that will be issued in due course.
Recommendation of the Board of Directors of HCI and independent advice
In terms of the JSE Listings Requirements, the disposal is a related party
transaction, as SACTWU is a material shareholder of HCI. The Board of Directors
of HCI will, therefore, obtain independent advice as to whether the terms and
conditions of the put and call option agreement are fair and reasonable. This
advice together with the Board"s recommendation will be set out in the Circular
referred to in paragraph 8 below.
Circular to HCI shareholders
Subject to approval by the JSE a circular containing full details of the
disposal will be posted to HCI shareholders in due course (the "Circular"). The
Circular will also include a notice convening a general meeting (the "General
Meeting") for HCI shareholders to consider and, if deemed appropriate, pass the
resolutions necessary to give effect to the put and call option agreement.
Durban
31 December 2003
Sponsor
Nedbank Corporate
Date: 31/12/2003 11:32:09 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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