Hosken Consolidated Investments Limited - Announcement To Shareholders
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/07111/06)
(ISIN ZAE000003257) (Share code HCI)
(`HCI` or `the Company`)
ANNOUNCEMENT TO SHAREHOLDERS
BACKGROUND
HCI shareholders are aware that an offer was made to minority shareholders at
R3.50 per HCI share (`the offer consideration`) by Circumference Investments
(Pty) Limited (`Circumference`) as detailed in a circular to shareholders dated
26 May 2003, that was subject to the delisting of the Company (`the offer`).
Shareholders were informed that legal proceedings had been instituted against
HCI and others by Consilium Capital. An effect of these legal proceedings was
that the resolutions that were passed by shareholders at the shareholders`
meeting that was convened to consider and vote on HCI`s delisting would not be
implemented until the legal proceedings had been finalised (`the litigation`).
As a result of the litigation, Circumference made a revised offer to minority
shareholders of HCI with the option of separating the offer from the proposed
delisting of HCI, thus enabling those shareholders who accepted this revised
offer to receive payment of the offer consideration within five business days of
receipt of such acceptance by the transfer secretaries, as detailed in a further
circular to shareholders dated 14 July 2003 (`the revised offer`).
The shares in the Company have, since the launch of the litigation been
suspended from trade on the JSE Securities Exchange South Africa (`JSE`).
THE LITIGATION
It has become clear to the board of HCI (`the Board`) that the litigation
process is both time consuming and lengthy, taking up much of HCI management`s
time. This will continue while the litigation proceedings are ongoing.
The Board is of the view that the Company`s management time is more productively
spent on pursuing other business matters and opportunities.
Also, if the litigation were to run its full course, it is likely that finality
would only be reached some years hence. All this time the Company`s shares will
remain suspended on the JSE.
The litigation involves complex legal matters and is a costly and uncertain
process.
WITHDRAWAL
Given the above and following the failure of certain settlement proposals, the
Board has taken a decision to cause the Company to withdraw its opposition to
the litigation. The Company`s attorneys have been instructed to take the
necessary steps to implement this.
The Company will, in consequence, not pursue its previous delisting proposal and
will not apply to the JSE for permission for its shares to be delisted.
The Company has instead applied to the JSE for permission for the suspension of
its shares to be lifted and such suspension will be lifted on or about Monday,
13 September 2004.
DOCUMENTS OF TITLE
Shareholders are advised that as a result of HCI no longer proceeding with the
delisting of the Company`s shares, neither the offer nor the revised offer are
capable of further implementation.
All certificated shareholders who conditionally accepted the offer pending the
outcome of the above litigation are advised that the documents of title
surrendered in anticipation of HCI`s delisting will, within five business days
of the date of the suspension of HCI`s shares being lifted, be returned to the
shareholders concerned, by registered post, at the risk of such shareholders, to
the return address reflected on the form of surrender submitted to the transfer
secretaries, or if no address was indicated, as recorded in the register of
shareholders.
9 September 2004
Durban
Sponsor
Nedbank Capital
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