| Fri 27 Feb 2004, 16:16 | | Tourvest Conditional Offer To Sure Holdings |
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Tourism Investment Corporation Limited - Conditional Offer To Sure Holdings"
Shareholders And Withdrawal Of Cautionary Announcement
TOURISM INVESTMENT CORPORATION LIMITED
Registration number: 1996/008144/06
Share code: TRT
ISIN: ZAE000012472
("Tourvest" or "the company")
SURE HOLDINGS LIMITED
Registration number: 2000/023872/06
("Sure Holdings")
CONDITIONAL OFFER TO SURE HOLDINGS" SHAREHOLDERS AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
Sure Holdings" shareholders are referred to the announcements published on 18
December 2003 and 23 January 2004.
Further to the abovementioned announcements, Tourvest submitted a letter to the
board of Sure Holdings detailing Tourvest"s firm intention to make an offer to
acquire the entire issued share capital of Sure Holdings at a price of R100,00
per Sure Holdings share, on terms as detailed below ("the offer").
2. THE CONDITIONAL OFFER
2.1 Terms of the offer
Tourvest Holdings (Proprietary) Limited, a wholly owned subsidiary of Tourvest,
has offered to acquire the entire issued share capital of the shareholders of
Sure Holdings, for a cash consideration of R100.00 per share, provided that on
the effective date, each share is either:
linked to an operating Sure Travel Limited franchise; or
held by an employee of the Sure Travel Group.
Shareholders of Sure Holdings who accept the offer will, in doing so, be
required to irrevocably undertake to vote in favour of a resolution to amend the
existing relationship agreement in accordance with the terms of the franchise
agreement a copy where of will be posted to shareholders together with the
circular.
2.2 Offer conditions precedent
The offer is conditional upon the following conditions precedent, inter alia:
(i) the acceptance of the offer by Sure Holdings" shareholders holding not
less than 67% of the offer shares;
(ii) the completion of a financial and legal due diligence satisfactory to
Tourvest;
(iii) to the extent required, the approval of the relevant Competition
Authority; and
(iv) the execution of service agreements with key management on terms
acceptable to Tourvest.
2.3 Cash confirmation
The Securities Regulation Panel ("SRP") has been furnished with written
confirmation that Tourvest has sufficient cash resources and/or facilities with
which to meet its obligations in terms of the offer.
2.4 Special arrangements
No arrangements, undertakings or agreements have been concluded between Tourvest
and any of the
Sure Holdings shareholders or any persons acting in concert with either of them
in regard to the offer.
3. OPINIONS AND RECOMMENDATIONS
3.1 The opinion of the independent financial advisers
The Sure Holdings board appointed Grant Thornton ("GT") to provide them with
advice as to the fairness and reasonableness of the terms and conditions of the
offer. GT has considered the terms and conditions of the offer and is of the
opinion that the offer price is fair and reasonable to Sure Holdings
shareholders and has advised the Sure Holdings board accordingly.
3.2 The opinion of the Sure Holdings Board
The Sure Holdings Board has considered the terms of the offer, the commercial
impact of the offer and the opinion of the independent financial advisers and
are of the unanimous opinion that the offer is fair and reasonable to Sure
Holdings shareholders. Accordingly, the Sure Holdings board recommends that
Sure Holdings shareholders accept the offer.
4. SALIENT DATES AND TIMES RELATING TO THE OFFER
2004
Offer opens 09h00 Friday, 27 February
Cape Town information session for Sure Travel Monday, 8 March
Licencees
Arabella Sheraton Hotel at 14h30
Johannesburg information session for Sure Travel Tuesday, 9 March
Licencees
Park Hyatt Hotel, Rosebank at 14h30
Durban information session for Sure Travel Wednesday, 10 March
Licencees
Riverside Hotel, Durban North at 14h30
Closing date of the offer 12h00 Friday, 19 March
A special voting licencees meeting of Sure Travel Licencees will be convened on
14 days" notice to each licencee and shall take place as soon as possible after
the offer closes.
Note:
The above dates and times are subject to amendment. Any such amendment will be
published on SENS and in the press.
5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS AND DOCUMENTATION
Sure Holdings shareholders and Tourvest shareholders are referred to the further
cautionary announcement published on 23 January 2004 and are advised that as a
result of this announcement, such cautionary announcement is now withdrawn.
A circular giving details of the offer has been prepared and will be posted to
Sure Holdings shareholders on Friday, February 27 2004.
Johannesburg
February 27 2004
Sponsor to Tourvest
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys to Sure Holdings
Mallinicks Inc
Date: 27/02/2004 04:02:28 PM Produced by the JSE SENS Department
