| Fri 20 Aug 2004, 15:39 | | Proposed Disposal Of All Assets And Liabilities, |
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Glodina - Proposed Disposal Of All Assets And Liabilities,
Delisting And Voluntary Winding Up Of Glodina And Further Cautionary
Announcement
GLODINA HOLDINGS LIMITED
Registration number: 1986/004150/06
Share Code: GDA
ISIN Number: ZAE000040002
(`Glodina` or `the company`)
PROPOSED DISPOSAL OF ALL ASSETS AND LIABILITIES, DELISTING AND VOLUNTARY WINDING
UP OF GLODINA AND FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the joint cautionary announcement with Kolosus Holdings Limited
(`Kolosus`) published on the Securities Exchange News Service of the JSE
Securities Exchange South Africa (`SENS`) and in the press on 3 August
2004, Glodina shareholders are advised that the directors propose the
following:
- that, subject to certain suspensive conditions (which include a fair
and reasonable opinion from an independent expert), Glodina disposes
of all its assets and liabilities for R35 million to Kolosus, in terms
of section 228 of the Companies Act, Act 61 of 1973, as amended (`the
Act`) (`the disposal`);
- that the net proceeds of the disposal, which would comprise solely of
Kolosus shares, be distributed to shareholders by means of a capital
reduction (`the distribution`); and
- subsequent to the implementation of the disposal and the distribution
the listing of Glodina shares on the JSE Securities Exchange South
Africa (`JSE`) will be terminated and the company voluntarily wound
up.
The disposal constitutes an affected transaction in terms of the Securities
Regulation Panel (`SRP`) Code on Take-overs and Mergers (`the Code`) and a
category 1 and related party transaction in terms of the JSE Listings
Requirements, and accordingly Glodina shareholders will be required to
approve the transaction.
2. RELATED PARTY TRANSACTION
2.1 Kolosus is controlled by Daun et Cie AG and Glodina by KAP
Beteiligungs AG (`KAP`). Both these companies are ultimately
controlled by Mr. CE Daun, and consequently Kolosus and Glodina are
related parties. The disposal therefore constitutes a related party
transaction, in terms of the JSE Listings Requirements, and requires
written confirmation from an independent professional expert,
acceptable to the JSE, as to whether the terms and conditions of the
disposal are fair and reasonable to the Glodina minority shareholders.
The disposal also constitutes an affected transaction in terms of the
Code and requires an independent opinion thereon by an appropriate
external advisor in terms of Rule 3.1 of the Code. Sasfin Corporate
Finance, a division of Sasfin Bank Limited (`Sasfin`) has, subject to
JSE approval, been appointed as the independent professional expert
and external advisor and will provide their opinion as to whether the
terms and conditions of the disposal and the resultant distribution
are fair and reasonable.
2.2 In terms of the JSE Listings Requirements, neither KAP nor any other
entity controlled by Mr. CE Daun would be allowed to vote on the
ordinary resolution approving the disposal to be tabled at the general
meeting.
3. RATIONALE
3.1 Trading in Glodina shares is infrequent due to the limited number of
shares in issue and the large percentage (77,7%) held by Glodina`s
controlling shareholder, KAP.
3.2 The costs of maintaining the listing in relation to the profitability
and size of the company has become prohibitively expensive.
3.3 Kolosus is in the process of establishing a group of diversified
industrial businesses, some of which are in related industries to
Glodina. By becoming part of the larger diversified group, Glodina
shareholders are expected to benefit from an improved share
tradeability and market rating attributable to the restructured
Kolosus.
3.4 Having regard to these circumstances the board of directors of Glodina
are of the opinion that it is no longer appropriate for Glodina to
remain listed on the JSE. Thus the operations and assets of Glodina
should be disposed of at fair value to Kolosus and the net proceeds of
the disposal distributed to Glodina shareholders.
4. PARTICULARS OF THE DISPOSAL
4.1 Disposal consideration
Glodina shall, subject to the fulfilment of the suspensive conditions
set out in 4.3 below, dispose of all its assets and liabilities to
Kolosus for a net aggregate amount of R35 million. The purchase
consideration will be settled by Kolosus through the issue of Kolosus
shares to Glodina at an issue price of 150 cents per share. These
shares, less a provision for transaction and winding-up costs, will be
distributed to Glodina shareholders as a capital reduction in terms of
section 90 of the Act.
4.2 Effective date
The effective date of the disposal is 1 July 2004.
4.3 Suspensive Conditions
The disposal is subject to and conditional upon the following
conditions:
- that Sasfin provides their opinion that the terms and conditions
of the disposal and the resultant distribution are fair and
reasonable;
- a final agreement relating to the disposal being signed by
Glodina and Kolosus;
- approval of the disposal by the JSE, the SRP and the South
African Reserve Bank;
- approval of the disposal by Glodina shareholders at the general
meeting as required by section 228 of the Act;
- that any necessary approvals of any other regulatory authorities
are obtained; and
- Kolosus shareholders in general meeting passing such ordinary and
special resolutions as are necessary to implement the acquisition
by Kolosus of the Glodina assets and liabilities.
5. THE DISTRIBUTION, DELISTING AND VOLUNTARY WINDING-UP
The directors of Glodina have resolved to distribute to shareholders the
net proceeds of the disposal, represented by Kolosus shares. Thereafter the
listing of the company`s shares on the JSE will be terminated and the
company voluntarily wound-up. Subject to shareholder approval, the
distribution will be effected by way of a reduction of capital out of share
capital and share premium in terms of section 90 of the Act. Upon approval
and registration of the relevant special resolution, the voluntary winding-
up of the company will commence and is expected to take approximately 6
months to complete.
6. FINANCIAL EFFECTS AND SALIENT DATES
Detailed financial effects of the disposal and the salient dates of the
disposal, distribution and delisting will be published in due course.
7. DOCUMENTATION TO GLODINA SHAREHOLDERS
Glodina will publish a detailed announcement on SENS and in the press
containing, inter alia, the financial effects and the salient dates and
times relating to the transaction. Shortly thereafter, a circular will be
distributed to Glodina shareholders containing full details of the
disposal, the delisting, voluntary winding-up and the fair and reasonable
opinion from Sasfin.
8. FURTHER CAUTIONARY ANNOUNCEMENT
Glodina shareholders are advised to continue to exercise caution when
dealing in Glodina shares until the detailed announcement referred to above
is made.
Hammarsdale
20 August 2004
Sponsor
Deloitte & Touche
Independent Expert
Sasfin Corporate Finance
A division of Sasfin Bank Limited
Advisor to Kolosus
PSG Capital
Date: 20/08/2004 03:19:20 PM Produced by the JSE SENS Department
