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Metro Cash And Carry Limited - Proposed Management Buy-Out And Further
Cautionary Announcement
METRO CASH AND CARRY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1946/021315/06)
Share Code: MTC ISIN: ZAE000012688
("Metro")
PROPOSED MANAGEMENT BUY-OUT AND FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders were advised in cautionary announcements dated 4 December 2003 and
15 January 2004 that Metro"s businesses in Southern Africa and Africa would be
merged, a Black Empowerment Consortium would acquire a 25.1% interest therein
and such merged company would be listed on the JSE Securities Exchange South
Africa ("the JSE").
Shareholders are now advised that, at the initiative of Metro"s two major
shareholders namely, RMB Asset Management and Stanlib Asset Management, a
consortium of Metro management, the Black Empowerment Consortium and associates,
led by Carlos dos Santos and Hilton Mer ("the consortium"), has agreed to
acquire from Metro the entire issued share capitals of, and all claims on loan
account against, all the subsidiaries conducting the business of the Metro
group, save for Metro"s 61% shareholding in Metcash Trading Limited Australia
("Metcash Australia") and the syndicated loan of AU$119m arising from the
acquisition thereof ("the transaction").
The cash consideration payable by the consortium to Metro in respect of the
transaction is R1.3 billion which, after deduction of costs and taxes, will be
distributed to shareholders in the most efficient manner. Before costs and
taxes, the distribution would amount to approximately 71 cents per share.
The transaction is subject to -
- the approval of a majority of shareholders in general meeting. The major
shareholders referred to above have irrevocably undertaken to vote in favour of
the acquisition;
- the necessary regulatory approvals and consents.
At a meeting of the board of directors today, those directors who are not
interested in the consortium voted unanimously in favour of the transaction.
However, as this constitutes a related party transaction in terms of the
Listings Requirements of the JSE, an independent opinion on the terms thereof
will be provided to shareholders.
Following the disposal -
- the empowerment initiative referred to above will still be implemented;
- Metro"s remaining asset will be its 61% interest in Metcash Australia,
whose shares are listed on the Australian Stock Exchange;
- Metro will continue to be listed on the JSE.
An announcement containing full details of the transaction, including the amount
of the cash distribution, the rationale for the transaction and the date on
which a circular will be sent to shareholders, will be published as soon as
possible. Pending such announcement, shareholders are advised to continue
exercising caution in dealing in their shares.
Johannesburg
5 May 2004
Date: 05/05/2004 03:15:29 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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