| Fri 17 Sep 2004, 16:01 | | Unconditional offer by HCI to the minority shareho |
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HCI/Mettle - Unconditional offer by HCI to the minority shareholders of Mettle
Hosken Consolidated Investments Limited Mettle Limited
(Incorporated in the Republic of South (Incorporated in the Republic of South
Africa) Africa)
(Registration number 1973/007111/06) (Registration number 1996/010795/06)
Share code: HCI
ISIN: ZAE000003257
(`HCI`) (`Mettle`)
UNCONDITIONAL OFFER BY HCI TO THE MINORITY SHAREHOLDERS OF METTLE TO ACQUIRE ALL
OR ANY PART OF THEIR HOLDING OF ORDINARY SHARES IN METTLE (`THE OFFER`)
Information pertaining to Mettle shareholders
Introduction
Mettle shareholders are referred to the announcement published on Thursday, 26
August 2004, whereby they were informed that the Mettle Board had received a
written notice from HCI of its intention, via its wholly-owned subsidiary,
Merilyn Investments (Proprietary) Limited, to make an offer to the minority
shareholders of Mettle in terms of Section 440 of the Companies Act, 61 of 1973,
as amended (`the Act`), to acquire all or any part of their holding of ordinary
shares in Mettle for 37 cents per Mettle share (`the offer`).
Conditions precedent
HCI`s intention to make the offer was subject to the following conditions
precedent:
- an independent adviser appointed by Mettle confirming that the offer price
is fair and reasonable;
- the Mettle Board recommending the offer to its shareholders for acceptance;
and
- both Mettle and HCI obtaining all regulatory consents and approvals
required of them for the purposes of implementing the offer, either
unconditionally or on terms and conditions acceptable to each of them.
The aforementioned conditions precedent have been fulfilled and the offer is now
an unconditional offer to Mettle minority shareholders to acquire all or part of
their Mettle shares for 37 cents per share (`the unconditional offer`).
Irrevocable undertakings
Undertakings to accept the offer in respect of their holdings of shares have
been received from the following Mettle shareholders:
Number of Mettle Percentage of
shares held the offer shares
%*
Old Mutual Asset Managers (South 28 429 300 21,59
Africa) (Proprietary) Limited
Gavin OConnor 38 093 032 28,93
Heine Prinsloo 18 768 064 14,25
Gavin Jones 18 116 808 13,76
Certain other shareholders 3 775 000 2,86
Total 107 182 204 81,39
* based on 131 652 297 offer shares.
Terms of the unconditional offer
The important dates and times of the unconditional offer are set out below:
2004
Offer opens at 9h00 on Monday, 20
September
Offer closes at 12h00 Tuesday, 12 October
Results of the offer announced in the Wednesday, 13
press October
Notes:
These dates and times are subject to amendment. Any such amendment will be
published in the South African press. In particular, Mettle shareholders`
attention is drawn to the fact that HCI may in accordance with the SRP Code on
Take-overs and Mergers and other applicable laws and regulations, at any time
extend, in its sole and absolute discretion, the closing date.
All times given are local South African times.
Dematerialised shareholders are required to notify their Central Securities
Depository Participant (`CSDP`) or broker, as the case may be, of their
intention to accept the unconditional offer in the manner and time stipulated in
the custody agreement entered into between such shareholders and their CSDP or
broker.
Certificated shareholders wishing to accept the unconditional offer are required
to complete the form of acceptance, surrender and transfer in accordance with
the instructions therein (as contained in the offer document mentioned below) to
be received by no later than 12h00 on Tuesday, 12 October 2004 being the closing
date.
Offer document
An offer document setting out details of the unconditional offer and the action
required to be taken by Mettle shareholders has been posted today.
Information pertaining to HCI shareholders
Introduction
HCI shareholders are referred to the announcement to HCI shareholders dated 26
August 2004 and are advised that as the conditions precedent to the offer, as
mentioned above, have been fulfilled, the offer has now become unconditional.
Small related party transaction
As Gavin OConnor, Gavin Jones and Heine Prinsloo are currently shareholders and
directors of Mettle, the offer is considered to be a `small related party
transaction` in terms of the JSE Securities Exchange South Africa Listings
Requirements, from an HCI perspective.
HCI has, therefore, appointed PricewaterhouseCoopers Corporate Finance
(Proprietary) Limited (`PwC`) as an independent professional expert to review
the terms and conditions of the offer from an HCI perspective.
PwC has reviewed the terms and conditions of the offer and is of the opinion
that these terms and conditions are fair and reasonable to HCI shareholders. PwC
has expressed this opinion in writing and such opinion is available for
inspection at HCI`s registered office, Suite 624, Office Tower, Overport City,
Durban, from today.
Durban Illovo
17 September 2004 17 September 2004
Sponsor to HCI Legal advisor to Mettle
Nedbank Capital Prinsloo, Tindle & Andropoulos Inc.
Independent expert to HCI Independent expert to Mettle
PricewaterhouseCoopers Corporate Finance Deloitte & Touche Corporate Finance
Corporate and legal advisor to HCI
HJS Advisory Services (Proprietary)
Limited
Date: 17/09/2004 03:52:05 PM Produced by the JSE SENS Department
