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MORIBO LEISURE LIMITED - FIRM INTENTION TO MAKE AN OFFER TO MORIBO SHAREHOLDERS
MORIBO LEISURE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1919/001318/06)
Share code MRB ISIN ZAE000014023
(`Moribo` or `the company`)
FIRM INTENTION TO MAKE AN OFFER TO MORIBO SHAREHOLDERS
Shareholders are advised that the board of directors of Moribo has been notified
in writing by DNR Capital (a division of DNR Corporate Advisors (Pty) Limited)
(`the offeror`) of its firm intention to make an offer either in its own name or
that of its nominee to all shareholders of Moribo to acquire all of their issued
shares in Moribo (`Moribo shares`) for a cash consideration of 13 cents per
share (`the offer`).
CONDITIONS
The offer is to be conditional upon:
1. the offeror being satisfied with the results of a legal due diligence and
financial due diligence (in order to satisfy itself that the net asset
value of Moribo is not less than 12.5 cents) by 10 September 2004;
2. the offer being accepted in respect of not less than 51% of the issued
share capital of Moribo (or such lower percentage as the offeror may decide
is acceptable);
3. the receipt of all necessary regulatory approvals to implement the offer,
including the approval of the JSE Securities Exchange South Africa and the
Securities Regulation Panel (`the SRP`);
4. the board of directors of Moribo undertaking to resign and to appoint the
directors nominated by the offeror in their place, immediately after the
implementation of the offer, if required by the offeror.
CASH CONFIRMATION
The Moribo board has been provided with independent confirmation (as required by
the SRP) that the offeror has sufficient funds to discharge its obligations in
terms of the offer.
FURTHER DOCUMENTATION
In terms of the Securities Regulation Code on Takeovers and Mergers:
1. the Moribo board is required to appoint an independent advisor to advise
the board on whether or not the offer is fair and reasonable to Moribo
shareholders; and
2. the offeror has undertaken to issue an offer document containing full
details of the offer to Moribo shareholders, which will be posted within
the time period required by the SRP.
FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement dated 25 August 2004
published by the company and are advised to continue to exercise caution when
dealing in their shares in the company until a further announcement has been
made.
Johannesburg
8 September 2004
Sponsor to Moribo
ABSA
Corporate Finance
Absa Bank Limited
Reg. No. 1986/004794/06
Corporate advisor to the offeror
JAVACAPITAL
Date: 08/09/2004 05:56:04 PM Produced by the JSE SENS Department
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