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Unitrans Limited - Further Information Relating To The Proposed Bee Transaction
And Shareholding Of Murray & Roberts Holdings Limited In Unitrans
Unitrans Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1967/003403/06)
Share code: UTR ISIN: ZAE000007670
(`Unitrans` or `the company`)
FURTHER INFORMATION RELATING TO THE PROPOSED BEE TRANSACTION AND SHAREHOLDING OF
MURRAY & ROBERTS HOLDINGS LIMITED IN UNITRANS
Shareholders are referred to the cautionary announcement by Unitrans dated 20
August 2004 and to the announcement by Unitrans on 24 August 2004 of its audited
results for the year ended 30 June 2004 and the cautionary contained therein
(`the results announcement`).
In the results announcement, shareholders were informed inter alia that, subject
to the obtaining of such regulatory approvals as may be required, Unitrans had
accepted an offer from a special purpose vehicle (`the BEE company`), owned by a
combination of BEE shareholders, for the subscription by the BEE company, on 4
October 2004, for 11 600 000 shares in Unitrans, at an issue price of R25,04 per
share, payable in cash (`the proposed BEE transaction`).
Shareholders are further referred to the cautionary announcements by Murray &
Roberts Holdings Limited (`M&R`) published on 20 August 2004 and 2 September
2004 (`the second M&R cautionary`) and the announcement by M&R on 6 September
2004 (`the M&R announcement`).
As part of the information contained in the second M&R cautionary, M&R advised
that it had lodged an objection to the proposed BEE transaction with the
Securities Regulation Panel (`the SRP`) on the basis that the proposed BEE
transaction constituted a frustrating action as contemplated by Rule 19 of the
Securities Regulation Code on Take-overs and Mergers and the Rules of the SRP
(`the SRP Code`). Unitrans has been advised that all objections lodged with the
SRP against the proposed BEE transaction have been withdrawn. The company
accordingly intends to pursue the BEE transaction to its final conclusion and
implementation. Mvelaphanda Capital (Proprietary) Limited and Arch Equity
Capital (Proprietary) Limited, shareholders in the BEE company, have confirmed
their support of and commitment to the proposed BEE transaction.
In the second M&R cautionary, M&R also re-confirmed that it had received an
offer from a third party for the approximately 44% of Unitrans` current issued
share capital held by a subsidiary of M&R (`the offer shares`). M&R advised in
the second M&R cautionary that the sale of the offer shares would be at a price
of R28,00, subject to certain adjustments based on the audited financial
statements of Unitrans for the year ended 30 June 2004 (`the outside offer`).
The M&R announcement contained a statement that the offer shares would be sold
cum dividend. In the results announcement, shareholders were advised that
Unitrans had declared a dividend of R1,00 per share in respect of its financial
year ended 30 June 2004, payable on 4 October 2004, to shareholders recorded in
the books of the company on 1 October 2004.
Shareholders are referred to the announcement by Steinhoff International
Holdings Limited (`Steinhoff`) published on 3 September 2004 regarding the
outside offer and the exercise by Steinhoff of its pre-emptive right to acquire
the offer shares on the same terms and conditions as contained in the outside
offer.
Steinhoff has advised that it will either acquire the offer shares or place the
offer shares with third party investors, or a combination thereof, by 4 October
2004 and has stated that the placement of shares with third party investors will
be implemented in accordance with procedures approved by the JSE Securities
Exchange South Africa and in terms of the SRP Code.
Depending on the extent to which, if any, Steinhoff places the offer shares with
third party investors, Steinhoff`s percentage interest in Unitrans may exceed
35%, in which case a mandatory offer to all Unitrans shareholders will be
required in terms of the SRP Code.
Shareholders are accordingly advised to continue to exercise caution in dealing
in their shares until a further announcement is made.
Johannesburg
6 September 2004
Sponsor
PSG Capital
Legal Adviser
Cliffe Dekker
Attorneys
Merchant Bank
Rand Merchant Bank
A division of FirstRand Bank Limited
Corporate Finance
Date: 06/09/2004 04:35:10 PM
Produced by the JSE SENS Department
