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HOSKEN CONSOLIDATED INVESTMENTS LIMITED - PUT AND CALL OPTION AGREEMENT ENTERED
INTO WITH SACTWU
Hosken Consolidated Investments Limited
(Registration number 1973/07111/06)
(Incorporated in the Republic of South Africa)
ISIN Number: ZAE000003257 Share Code: HCI
("HCI" or the "Company")
PUT AND CALL OPTION AGREEMENT ENTERED INTO WITH SOUTHERN AFRICAN CLOTHING AND
TEXTILE WORKERS UNION ("SACTWU") REGARDING HCI"S HOLDING IN SEARDEL INVESTMENT
CORPORATION LIMITED ("SEARDEL")
1. Introduction
Shareholders are referred to the announcement dated 31 December 2003 regarding
the put and call option agreement entered into with SACTWU regarding the 16 0770
142 Seardel "N" shares ("the Seardel shares") currently held by a wholly owned
subsidiary of HCI.
SACTWU has a call option to purchase from HCI and HCI shall have a put option to
sell to SACTWU the Seardel shares ("the disposal").
2. Financial effects
Based on the published consolidated unaudited results of HCI for the 6 months
ended 30 September 2003, the pro forma financial effects of the disposal arising
from the put and call option agreement on HCI"s earnings, headline earnings and
net asset value ("NAV") are set out below. The pro forma financial information
has been prepared for illustrative purposes only and because of its nature may
not give a true picture of HCI"s financial position and results of operations.
Per HCI ordinary Before the After the Percentage
share put and put and call Change
call option
option agreement
agreement (2)
(1)
Earnings (cents) 94,55 96.85 (3) 2.43%
Headline earnings (1,60) 0.15 (3) -
(cents)
NAV (cents) 593 594 (4) 0.16%
Notes:
1. Based on the published consolidated unaudited results of HCI for the 6 months
ended 30 September 2003
2. Based on the assumption that the disposal, in terms of the put and call
option agreement, was effected on 1 April 2003 for income statement purposes and
on 30 September 2003 for balance sheet purposes.
3. Based on the assumption that the disposal was effected on 1 April 2003 and
taking into account the after tax profit on the sale of the Seardel shares of R
0.591m assuming an effective Capital Gains tax rate of 15%. A further adjustment
was made to take into account the after tax interest received on the disposal
consideration at average call rates, compounded monthly, applicable during the
period 1 April 2003 to 30 September 2003, assuming a corporate tax rate of 30%.
4. Based on the assumption that the disposal was effected on 30 September 2003
and taking into account the after tax profit on sale of the Seardel shares of R
0.591m, assuming an effective Capital Gains tax rate of 15%.
5. The financial effects on tangible NAV have not been disclosed as they are not
material.
3. 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
19 January 2004
Sponsor
Nedbank Corporate
Date: 19/01/2004 03:10:06 PM Produced by the JSE SENS Department
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