| Thu 7 Oct 2004, 9:02 | | Exercise of the underwriters" option |
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Lewis Group Limited - Exercise of the underwriters` option
Lewis Group Limited
(Incorporated in the Republic of South Africa)
(Formerly Rowmoor Investments 505 (Proprietary) Limited)
(Registration number: 2004/009817/06)
JSE share code: LEW ISIN: ZAE000058236
(`Lewis`)
Exercise of the underwriters` option
Further to the announcement of the results of the initial public offer (the
`Offer`) on Thursday, 30 September 2004, Lewis announces that the underwriters
have exercised their option in full to acquire 6,000,000 Lewis ordinary shares
from GUS Holdings B.V., a company incorporated in Eindhoven, Netherlands (the
`Offeror`), a wholly-owned subsidiary of GUS plc, at R28.00 each, as set out in
the prospectus issued on 14 September 2004. The option was exercised solely for
the purpose of covering over-allotments made in connection with the Offer.
After the exercise of the above option, the Offeror owns 54,000,001 Lewis
ordinary shares (54% of the issued share capital of Lewis). The Offeror has
further undertaken to transfer, as and when required, up to 4 million Lewis
shares (4% of the issued share capital of Lewis) to Lewis` employees under Lewis
share incentive schemes.
Cape Town
7 October 2004
Bookrunner, underwriter, financial adviser and sponsor
UBS South Africa (Proprietary) Limited
Co-lead managers and underwriters
Cazenove South Africa (Proprietary) Limited
Investec Bank Limited
This announcement has been issued by, and is the sole responsibility of Lewis
Group Limited (`Lewis`). UBS South Africa (Proprietary) Limited and its
affiliates, Cazenove South Africa (Proprietary) Limited and its affiliates and
Investec Bank Limited are acting for GUS plc, the Offeror and Lewis in relation
to the partial initial public offer of Lewis and no-one else, and will not be
responsible to anyone other than GUS plc, the Offeror and Lewis for providing
the protections afforded to their respective clients or for providing advice in
relation to the partial initial public offer.
No offer or invitation to acquire shares of Lewis is being made by or in
connection with this announcement. Any such offer was made solely by means of
the prospectus which was issued on 14 September 2004 and any acquisition of
shares should be made on the basis of the information contained in such
prospectus. The value of shares can go down as well as up. Past performance is
not a guide to future performance. Potential investors should consult a
professional adviser.
This announcement is not for distribution, directly or indirectly, in or into
the United States. The securities referred to herein have not been and will not
be registered under the United States Securities Act of 1933, as amended (the
Securities Act) and may not be offered or sold in the United States (as defined
in Regulation S under the Securities Act) absent registration or an exemption
from registration. No public offering of the shares has or will be made in the
United States.
Members of the public in the United Kingdom were not eligible to take part in
the Offer. In the United Kingdom this announcement, in so far as it relates to
the Offer, is directed only at persons who have professional experience in
matters relating to investments who fall within article 19(1) of The Financial
Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the
`Order`) or are persons falling within article 49(1) of the Order (all such
persons together being referred to as `Relevant Persons`). Any investment or
inducement activity in so far as relating to participation in the Offer is
available only to Relevant Persons and will be engaged in only with Relevant
Persons.
In jurisdictions outside of the Republic of South Africa the Offer was made only
to selected institutional investors to whom it was specifically addressed.
This announcement does not constitute an offer to sell, exchange or transfer any
securities of Lewis and has not and is not soliciting an offer to purchase,
exchange or transfer such securities in or from the United States, Canada,
Australia, Japan or any other jurisdiction where the dissemination of the
prospectus or the offer, sale, exchange or transfer is not permitted or fails to
conform to the laws of such jurisdiction or to any person or entity to whom it
is unlawful to make that offer, sale, exchange or transfer.
This announcement and the information contained herein are not for publication
or distribution to persons in the United States, Canada, Australia or Japan or
in any jurisdiction in which such publication or distribution is unlawful
