| Mon 6 Dec 2004, 10:06 | | Detailed Cautionary Announcement Relating To A Pr |
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Metoz Holdings Limited - Detailed Cautionary Announcement Relating To A Proposal
To Acquire All The Issued Shares Of Metoz
METOZ HOLDINGS LIMITED LOGOÙ
Metoz Holdings Limited
(Formerly Metro Cash and Carry Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1946/021315/06)
Share code: MOZ ISIN Code: ZAE000057410
(`Metoz`)
DETAILED CAUTIONARY ANNOUNCEMENT RELATING TO A PROPOSAL TO ACQUIRE ALL THE
ISSUED SHARES OF METOZ
1. INTRODUCTION
Following the disposal by Metoz earlier this year of Metcash Trading Africa
(Proprietary) Limited, Metoz has as its principal asset a 60.3% equity stake in
its Australian subsidiary Metcash Trading Limited (`Metcash Australia`). The
board of directors of Metoz (`Metoz Board`) has been notified by Metcash
Australia that The Newco Project X Limited (`Newco`)(ACN 112 073 480),
incorporated in Australia intends to execute a capital reorganisation as set out
below (`Capital Reorganisation`).
Shareholders are accordingly advised that Newco has submitted to the Metoz Board
a proposal to acquire all the shares in the share capital of Metoz (`the Offer`)
as part of the Capital Reorganisation.
Newco`s intention is to implement the Offer by way of a scheme of arrangement
(`Metoz Scheme`) in terms of Section 311 of the Companies Act, 1973 (No 61 of
1973), as amended (`the Act`), to be proposed by Newco between Metoz and all its
shareholders (`scheme members`).
Should the Metoz Scheme be implemented Newco will acquire all the scheme
members` issued shares (`scheme shares`). As a result, Metoz will become a
wholly-owned subsidiary of Newco and the listing of the shares of Metoz on the
JSE Securities Exchange South Africa will be terminated.
2. THE CAPITAL REORGANISATION
The Capital Reorganisation will be executed by Newco and will be implemented by
way of two inter-conditional schemes of arrangement, namely the Metoz Scheme in
South Africa and a Metcash Australia Scheme of Arrangement (`Metcash Australia
Scheme`) in Australia.
Under the Metcash Australia Scheme, Newco will offer to acquire all the shares
in the share capital of Metcash Australia, other than those already held by
Metoz, on the basis that the Metcash Australia shareholders, other than Metoz
(`Metcash Australia minority shareholders`), will receive one Newco ordinary
share for every Metcash Australia ordinary share held.
Assuming the Metoz Scheme and the Metcash Australia Scheme become effective,
Newco will be listed on the Australian Stock Exchange and both Metoz and Metcash
Australia will be wholly-owned subsidiaries of Newco.
3. THE CONSIDERATION
In terms of the Metoz scheme, scheme members will receive an amount in South
African Rand which, assuming an exchange rate of 4.46 (ZAR:A$) will amount to
R2,65 per Metoz share in cash (`scheme consideration`). The ZAR amount will vary
with the actual ZAR:A$ exchange rate at which the currency is converted. The
total scheme consideration will amount to approximately R4.8 billion based on
R2.65 per Metoz share.
Each scheme member, registered as such on the anticipated record date of the
scheme will be entitled to receive the scheme consideration. The scheme
consideration at the above assumed exchange rate represents a premium of 33% to
the 30-day volume weighted average Metoz share price of R2 up to and including 3
December 2004, being the last trading day prior to the publication of this
announcement.
4. OPINIONS AND RECOMMENDATIONS
The Metoz Board supports the offer in principle subject to confirmation of
funding.
The Metoz Board has appointed Investec Bank Limited as the independent financial
adviser (`the independent adviser`) to advise the Metoz Board on whether the
terms and conditions of the offer are fair and reasonable to scheme members. The
independent adviser`s opinion will be provided in the circular to be posted to
scheme members.
5. CONDITIONS
The Metoz Scheme is subject, inter alia, to the fulfilment of the following
conditions precedent:
5.1 the approval of the Metoz Scheme by a majority representing not less than
75% of the votes exercisable by scheme members present and voting at the scheme
meeting, either in person or by proxy, and the sanctioning thereof by the High
Court;
5.2 the registration by the Registrar of Companies of a certified copy of the
Order of Court sanctioning the Metoz Scheme, in terms of the Act;
5.3 the obtaining of all regulatory approvals that may be necessary for the
implementation of the Metoz Scheme, either unconditionally or subject to such
conditions as are acceptable to Newco and Metoz;
5.4 no material adverse change having arisen in relation to Metoz, by no later
than the business day prior to the date of the sanction of the scheme; and
5.5 the Metcash Australia Scheme becoming effective,
by (other than in the case of 5.4) no later than 30 June 2005.
The Metcash Australia Scheme is subject to regulatory and shareholder approval
requirements applicable to a scheme of arrangement in Australia. In addition it
is subject to the Metoz Scheme becoming effective.
6. CONFIRMATION OF FUNDING
The Metoz Board has been informed that it will receive appropriate confirmation
prior to 31 January that Newco has sufficient resources to discharge its
obligations in terms of the Offer.
7. SHAREHOLDER SUPPORT
On 3 December 2004 the two largest Metoz shareholders, RMB Asset Management
(Proprietary) Limited and Stanlib Asset Management Limited, which collectively
control, as asset managers on behalf of clients, 47% of the issued ordinary
shares in Metoz, separately provided binding undertakings to Newco to vote in
favour of the Metoz Scheme and all such shareholder`s resolutions as may be
necessary to implement the Metoz Scheme. These undertakings will fall away on
receipt by Metoz or all its shareholders of a materially superior offer, and
needs to be certified by an independent financial adviser appointed by Metoz as
having a better than even prospect of becoming unconditional in every respect by
the first closing date of such offer.
8. FURTHER ANNOUNCEMENTS AND DOCUMENTATION
A further announcement setting out the salient dates of the Metoz Scheme, the
pro forma financial effects on Metoz shareholders and confirmation of Newco
having sufficient funds will be published on SENS and in the press as soon as
possible. A circular, providing further information on the Metoz Scheme and
containing, inter alia, a notice of the scheme meeting, a form of proxy and a
form of surrender, is to be posted to scheme members in due course.
9. THE FOODLAND TAKEOVER OFFER
Simultaneously with the Capital Reorganisation, Metcash Australia announced that
it intends to make an offer (`Foodland Takeover Offer`) by means of an off-
market takeover to acquire all the issued ordinary shares of Foodland Associated
Limited (`Foodland`) in Australia. This is a separate transaction and the Offer
and Foodland Takeover Offer are not inter-conditional. The Foodland Takeover
Offer is valued at approximately A$846 million (R3.77 billion at an exchange
rate of 4.46) and is subject to Australian and South African regulatory
requirements. The Metcash Australia announcement in respect of the Foodland
Takeover Offer and the Capital Reorganisation is available on the Metcash
Australia website which can be located at www.metcash.com.
10. CAUTIONARY ANNOUNCEMENT
Shareholders are advised to exercise caution when dealing in their Metoz shares
until a further announcement is made. This cautionary announcement does not
constitute a firm intent announcement in terms of rule 2.3 of the Securities
Regulation Code.
Johannesburg
6 December 2004
Independent adviser to Metoz Sponsors to Metoz
Investec Bank logoÙ Sasfin Corporate Finance a
division of Sasfin Bank
Limited logoÙ
Legal Adviser to Metoz Advisers to Newco in
Australia
Fluxmans Attorneys logoÙ Deutsche Bank logoÙ
Momentum Corporate (Pty)
Ltd logoÙ
Legal Adviser to Newco in
South Africa
Webber Wentzel Bowens logoÙ
Date: 06/12/2004 09:01:05 AM
Produced by the JSE SENS Department
