| Mon 11 Oct 2004, 8:51 | | Offer By BTG To Acquire All Ordinary Shares In CSH |
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CSH/BTG - Offer By BTG To Acquire All The Ordinary Shares In CSH And Withdrawal
Of Cautionary Announcement
CS Computer Services Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/015131/06)
Share code: CSH ISIN: ZAE000022034
(`CSH`)
Bytes Technology Group Limited
IT Services for the Enterprise
(Incorporated in the Republic of South Africa)
(Registration number 1911/003874/06)
Share code: BTG ISIN: ZAE000029526
(`BTG`)
OFFER BY BTG TO ACQUIRE ALL THE ORDINARY SHARES IN CSH AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1. THE OFFER AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
It was announced on SENS on Monday, 16 August 2004 that the CSH board had
received, from the BTG board, a firm intention to make an offer (`offer`),
subject to the fulfilment, inter alia, of certain conditions precedent.
It was further announced on SENS on:
- Friday, 27 August 2004, that BTG had received undertakings to accept the offer
in respect of a majority of issued CSH shares on terms and conditions that were
acceptable to BTG and accordingly that BTG considered the pre-condition to the
offer to have been fulfilled; and
- Friday, 3 September 2004, that BTG had received undertakings on terms and
conditions that were acceptable to BTG to accept the offer in respect of CSH
shares exceeding 86% of the issued share capital of CSH.
Subject to fulfilment (or waiver, where applicable) of the conditions
precedent, referred to below, BTG, through its offer document posted today,
offers to acquire the entire issued share capital of CSH (`offer shares`). The
aggregate offer price will be fully and finally discharged by the issue of BTG
shares in the ratio of one BTG share for every 37 CSH shares held by a CSH
shareholder (`offer consideration shares`). On the basis of the closing prices
of BTG shares and CSH shares on the JSE Securities Exchange South Africa (`JSE`)
on Thursday, 12 August 2004, being the closing price on the JSE the day prior to
the submission of a firm intention to make an offer. This represents an implied
offer value of 15.68 cents per CSH share.
BTG reserves the right to nominate Bytes Technology Group South Africa (Pty)
Limited (registration number 2003/027603/07) (`Bytes SA`), a subsidiary of BTG,
to acquire the offer shares. In order to ensure that the CSH shares are held by
Bytes SA, it is intended that BTG will issue shares to Bytes SA in order to
effect the offer.
The offer is made in terms of the Securities Regulation Code on Take-overs and
Mergers and Rules of the Securities Regulation Panel (`SRP`) (together, the `SRP
Code`) and section 440 of the Companies Act, 1973 (Act 61 of 1973), as amended
(`the Act`).
Subject to fulfilment (or waiver, where applicable) of the conditions
precedent, and should a CSH shareholder not want to retain the offer
consideration shares, Allied Electronics Corporation Limited (`Altron`) has
undertaken to purchase those offer consideration shares (`Altron option`)
through an off-market trade reported to the market via Cazenove South Africa
(Pty) Limited, for a consideration of 555 cents
per offer consideration share (`Altron option price`), on confirmation that the
seller was the recipient of, and is then still the holder of, those offer
consideration shares. Altron shall bear the uncertificated securities tax
payable in law by it on the transfer to it of the offer consideration shares
concerned but shall not be responsible for any dematerialisation costs (if
applicable), trading costs and other costs, duties and taxes incurred in
connection with the exercise of the Altron option.
BTG has confirmed that there will be no increase in either the offer
consideration shares or the Altron option price, and no interest will accrue
thereon. This confirmation constitutes a no increase statement in terms of the
SRP Code.
The offer opens at 09:00 on Friday, 8 October 2004 and closes, subject to any
extension by BTG or any extension as is required in terms of the SRP Code, at
12:00 on Friday, 29 October 2004, both dates inclusive. BTG reserves the right
to extend the closing date on one or more occasions, subject to the SRP Code, in
which event all amended dates and times relating to the offer will be announced
on SENS and published in the press. An offer document setting out the details of
the offer and the action required to be taken by CSH shareholders has been
posted today. Accordingly, CSH shareholders are no longer required to exercise
caution when dealing in CSH shares.
2. CONDITIONS PRECEDENT
The offer is conditional on the fulfilment of the following conditions
precedent, with BTG reserving the right to waive (in whole or part), and/or
extend the date for fulfilment of, all or any of the conditions precedent on one
or more occasions:
2.1 acceptance of the offer, on or before the closing date, by CSH shareholders
holding in aggregate not less than nine-tenths of the issued share capital of
CSH so as to permit BTG to invoke the provisions of section 440K of the Act
(`acceptances condition precedent`);
2.2 granting, on or before Saturday, 30 October 2004, of all approvals required
in terms of the Competition Act, 1998 (Act 89 of 1998), as amended, either:
2.2.1 unconditionally; or
2.2.2 subject to such conditions as are acceptable to BTG; and
2.3 no activities being undertaken by CSH or any other member of the CSH group,
at any time prior to the fulfilment of all the other conditions precedent,
outside of the ordinary, normal and/or regular course of business.
CSH shareholders are advised that BTG reserves the right, in its sole
discretion and subject to the requirements of the SRP Code, to seek an extension
of time in terms of the SRP Code on one or more occasions and in respect of one
or more conditions.
3. Undertakings and intention to invoke the provisions of section 440K of the
Act
As announced on SENS on Friday, 3 September 2004, BTG has received conditional
undertakings to accept the offer in respect of 211 876 681 CSH shares,
constituting in excess of 86% of the issued share capital of CSH. Copies of
these undertakings are available for inspection at the registered offices of
CSH. If the acceptances condition precedent is fulfilled and the other
conditions precedent are fulfilled (or waived, where applicable), it is the
intention of BTG to invoke the provisions of section 440K of the Act in order to
compulsorily acquire all of the offer shares in respect of which acceptances are
not received, and thereafter to effect the delisting of CSH shares from the JSE
as soon as reasonably practicable after the implementation of the offer.
4. OPINIONS AND RECOMMENDATIONS
4.1 The opinion of the independent financial advisor
The CSH board appointed Bridge Capital to provide it with appropriate external
advice on the offer as to how it affects CSH shareholders and specifically
advice as to the fairness and reasonableness of the terms and conditions of the
offer in relation to CSH shareholders. Bridge Capital has considered the terms
and conditions of the offer and is of the opinion that the offer consideration
is both fair and reasonable to CSH shareholders and has advised the CSH board
accordingly.
4.2 The opinion of the CSH board
The CSH directors have considered the following:
- the terms of the offer;
- the opinion of the independent financial advisor; and
- the latest set of CSH`s annual results, which include a modified review
report. The auditors` review report has been modified to emphasise the CSH
group`s dependence on the ongoing support of its bankers and the successful
conclusion of the BTG offer.
Taking account of the above considerations, and the fact that the offer falls
within the fair and reasonable valuation range of the independent financial
advisor, the directors recommend that CSH shareholders accept the offer.
The CSH directors who hold CSH shares have indicated that they will accept the
offer.
As the transaction remains subject to the approval of the Competition
authorities, the CSH board has not held detailed discussions with the BTG board
regarding BTG`s plans for CSH and its directors. However, BTG`s rationale for
the offer and its intentions for CSH, as stated in the offer document posted
today, have been noted by the CSH board. The current management of CSH supports
the offer and the directors of CSH recommend that CSH shareholders accept the
offer.
5. Salient dates and times relating to the offer
2004
Offer opens (09:00) Friday, 8 October
Last day to trade cum the entitlement to the offer Friday, 22 October
Shares trade ex the offer Monday, 25 October
Closing date of the offer (12:00) Friday, 29 October
Record date Friday, 29 October
Results of offer announced on SENS on or about Monday, 1 November
Results of offer published in the press on or about Tuesday, 2 November
Notes:
1. The above dates and descriptions are as required by the JSE Listings
Requirements. Any changes to the above dates and times will be announced on SENS
and published in the press. BTG has reserved the right to amend or waive various
time limits. All times given in this announcement are local times in South
Africa.
2. The SRP Code requires that an offer remain open for at least 21 days. When
the conditions precedent are fulfilled, the offer will become unconditional and
CSH shareholders will be advised on SENS and in the press. As the fulfilment of
certain conditions precedent are subject, inter alia, to regulatory process, BTG
reserves the right to extend the closing date beyond Friday, 29 October 2004, in
which event all amended dates and times relating to the offer will be announced
on SENS and published in the press as stated in note 1 above. In particular,
should the acceptances condition precedent be fulfilled, then the SRP Code
requires that the offer remain open for at least 14 days thereafter.
3. Persons who have dematerialised their CSH shares are required to notify their
CSDP or broker, as the case may be, of their intention to accept the offer in
the manner and time stipulated in the agreement entered into between such
persons and their CSDP or broker.
4. The BTG share register will be amended and/or the offer consideration will be
posted or transferred, at the risk of the CSH shareholder concerned, within 5
(five) business days of the later of the date of:
- the announcement that all conditions precedent have been fulfilled (or waived,
where applicable) and that the offer has become unconditional; and
- receipt of the form of acceptance, surrender and transfer (duly and properly
completed) and the documents of title by the transfer secretaries (in respect of
certificated shareholders) and receipt by the transfer secretaries of advice of
acceptance from STRATE (in respect of dematerialised shareholders).
5. No dematerialisation or rematerialisation of CSH shares may take place
between Monday, 25 October 2004 and Friday, 29 October 2004, both dates
inclusive.
Midrand Sandton
8 October 2004
Financial advisor and joint sponsor to BTG
Cazenove
Legal advisor to BTG
Werkman Incorporated
(Reg. No. 1990/007215/21)
Joint sponsor to BTG
NEDBANK CAPITAL
Independent financial advisor
BRIDGE CAPITAL
Legal advisor to CSH
BRINK COHEN LE ROUX INC
Attorneys
Sponsor to CSH
BARNARD JACOBS MELLET
Corporate Finance
Date: 11/10/2004 07:29:19 AM
Produced by the JSE SENS Department
