| Wed 15 Sep 2004, 16:30 | | Mandatory Offer By Steinhoff International Holding |
|
Unitrans - Mandatory Offer By Steinhoff International Holdings Limited To
Acquire All Of The Remaining Ordinary Shares 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`)
MANDATORY OFFER BY STEINHOFF INTERNATIONAL HOLDINGS LIMITED TO ACQUIRE ALL OF
THE REMAINING ORDINARY SHARES IN UNITRANS
1. ACQUISITION BY STEINHOFF INTERNATIONAL HOLDINGS LIMITED (`Steinhoff`) OF AN
ADDITIONAL 44% INTEREST IN UNITRANS
1.1 Shareholders are referred to the announcement by Unitrans dated 6
September 2004 advising shareholders that, inter alia:
- Murray & Roberts Holdings Limited (`M&R`) had received an offer
from a third party (`the outside offer`) for the 34 216 680
ordinary Unitrans shares (constituting 44,2% of Unitrans` current
issued share capital) held by a subsidiary of M&R (`the M&R offer
shares`) for a price of 2 800 cents per share (cum the dividend
of 100 cents per share declared on 24 August 2004, payable on 4
October 2004), subject to certain adjustments based on the
audited financial statements of Unitrans for the year ended 30
June 2004; and
- Steinhoff had exercised its pre-emptive right to acquire the M&R
offer shares on the same terms and conditions as contained in the
outside offer.
1.2 Steinhoff announced on 13 September 2004 that it had decided to
acquire all of the M&R offer shares for its own account (`the
Steinhoff acquisition`) subject to approval of the Steinhoff
acquisition by the South African Competition Authorities (`the
Competition Authorities`).
1.3 The Steinhoff acquisition will increase Steinhoff`s interest in
Unitrans from 19 956 784 Unitrans shares (constituting 25,8% of
Unitrans` issued share capital) to 54 173 464 Unitrans shares
(constituting 69,9% of Unitrans` issued share capital).
2. MANDATORY OFFER
2.1 In terms of the Securities Regulation Code on Take-overs and Mergers
(`the SRP Code`) of the Securities Regulation Panel (`the SRP`), the
Steinhoff acquisition will, upon it becoming unconditional, constitute
an `affected transaction` and Steinhoff will be obliged to extend an
offer to all Unitrans shareholders (other than Steinhoff Africa
Holdings (Proprietary) Limited) to acquire their Unitrans shares (`the
mandatory offer shares`) on the same terms and conditions as those
that are applicable to the Steinhoff acquisition (`the mandatory
offer`).
2.2 The Steinhoff acquisition and the mandatory offer and their
implementation are subject to the relevant regulatory approvals being
obtained, including the issue of a clearance certificate (`the
clearance certificate`) by the Competition Authorities. In terms of
the mandatory offer, Steinhoff will extend an offer to all Unitrans
shareholders to acquire the mandatory offer shares for a cash
consideration of 2 700 cents per share (i.e. net of the 100 cents
dividend payable on 4 October 2004), subject to certain adjustments
based on the audited financial statements of Unitrans for the year
ended 30 June 2004. Such adjustments are currently being finally
determined. A further press announcement regarding the finally
determined offer price will be made as soon as possible.
2.3 In the event of the clearance certificate of the Competition
Authorities not being obtained by 28 February 2005, the purchase
consideration payable in respect of the Steinhoff acquisition and,
consequently, the mandatory offer, will accrue interest, at a rate of
70% of the prime bank overdraft rate, from 1 March 2005 to the date of
payment.
2.4 Steinhoff is still considering whether or not it will:
- implement the mandatory offer by way of a scheme of arrangement
in terms of section 311 of the Companies Act, No. 61 of 1973
(`the Act`) (`a scheme of arrangement`); or
- invoke the provisions of section 440K of the Act to compulsorily
acquire all the mandatory offer shares of the Unitrans
shareholders who do not accept the offer, should the offer not be
implemented by way of a scheme of arrangement and the offer be
accepted by Unitrans shareholders holding 90% or more of the
mandatory offer shares.
3. OPINIONS AND RECOMMENDATION
3.1 Prior to implementation of the mandatory offer, the board of directors
of Unitrans (`the Unitrans board`) will appoint an appropriate
external adviser, as contemplated in the SRP Code, to provide an
independent opinion as to the fairness and reasonableness of the terms
and conditions of the mandatory offer.
3.2 The Unitrans board will consider the opinion of such external adviser
once such opinion becomes available and will subsequently give its own
opinion and recommendation in respect of the mandatory offer.
4. SALIENT DATES RELATING TO THE MANDATORY OFFER
The salient dates and times of the mandatory offer will be announced once
the clearance certificate has been issued by the Competition Authorities.
5. OFFER CIRCULAR TO UNITRANS SHAREHOLDERS
A circular to Unitrans shareholders, incorporating full details of the
Steinhoff acquisition and the mandatory offer, including the opinions and
recommendation referred to in 3 above, will be sent to Unitrans
shareholders once the clearance certificate has been issued by the
Competition Authorities.
6. EXTENSION OF CAUTIONARY
As the price per Unitrans share at which the Steinhoff acquisition and,
consequently, the mandatory offer, will be implemented must still be
finally determined, Unitrans shareholders are advised to continue to
exercise caution in dealing in Unitrans shares.
Johannesburg
15 September 2004
Sponsor
PSG CAPITAL
Legal Adviser
Cliffe Dekker Attorneys
Merchant Bank
Rand Merchant Bank
A division of FirstRand Bank Limited
Corporate Finance
Date: 15/09/2004 03:57:04 PM Produced by the JSE SENS Department
