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UNITRANS / STEINHOFF - COMPETITION AUTHORITY APPROVAL OF ACQUSITION / MANDATORY
OFFER
UNITRANS LIMITED STEINHOFF INTERNATIONAL
(Incorporated in the Republic HOLDINGS LIMITED
of South Africa) (Incorporated in the Republic
(Registration Number of South Africa)
1967/003403/06) (Registration Number
Share code: UTR 1998/003951/06)
ISIN: ZAE000007670 Share code: SHF
(`Unitrans`) ISIN: ZAE000016176
(`Steinhoff`)
ACQUISITION BY STEINHOFF OF SHAREHOLDING OF MURRAY AND ROBERTS
HOLDINGS LIMITED (`M&R`) IN UNITRANS APPROVED BY COMPETITION
AUTHORITIES
MANDATORY OFFER BY STEINHOFF TO THE MINORITY SHAREHOLDERS OF
UNITRANS TO ACQUIRE THEIR UNITRANS SHARES
1. INTRODUCTION
In announcements published in the press on 6 and 15 September 2004 and 12
November 2004, Unitrans shareholders were advised that:
- conditional upon the issue of a clearance certificate by the Competition
Authorities, Steinhoff or its nominated subsidiary had acquired from M&R
34 216 680 Unitrans shares (`the M&R shares`) for a purchase price of 2 632
cents per share (`the Steinhoff acquisition`);
- as Steinhoff would, upon implementation of the Steinhoff acquisition, hold
more than 35% of Unitrans` issued shares, Steinhoff would make a mandatory offer
to acquire from all Unitrans shareholders (other than Steinhoff Africa Holdings
(Proprietary) Limited) (`Unitrans minority shareholders`), their Unitrans shares
for a consideration equivalent to that applicable to the Steinhoff acquisition,
i.e. 2 632 cents per Unitrans share.
1.2 The Competition Authorities approved the Steinhoff acquisition and issued a
clearance certificate on 12 January 2005.
1.3 The Steinhoff acquisition has increased Steinhoff`s interest in Unitrans
from 19 956 784 Unitrans shares to 54 173 464 Unitrans shares (constituting
60,8% of Unitrans` issued share capital).
1.4 In terms of the Securities Regulation Code on Takeovers and Mergers (`the
SRP Code`) of the Securities Regulation Panel (`the SRP`), the Steinhoff
acquisition constitutes an `affected transaction` and Steinhoff is obliged to
extend an offer to Unitrans minority shareholders to acquire their Unitrans
shares on the same terms and conditions as those that are applicable to the
Steinhoff acquisition.
2. THE OFFER
Steinhoff will extend an irrevocable offer to the Unitrans minority
shareholders in terms of the circular referred to below, to acquire all or any
of their Unitrans shares for a cash consideration of 2 632 cents per share (`the
offer`).
3. INDEPENDENT ADVISER
As required by the SRP Code, the board of Unitrans will appoint an appropriate
independent adviser for the purpose of assessing the terms and conditions of the
offer. The independent adviser`s opinion will be contained in the circular
referred to below.
4. CASH CONFIRMATION TO THE SRP
The SRP has been satisfied that Steinhoff has sufficient funds available to
honour its commitments in terms of the offer.
5. CIRCULAR AND FURTHER ANNOUNCEMENT
5.1 A circular to Unitrans shareholders containing full details and the
procedures for acceptance of the offer will be posted to Unitrans` shareholders
in due course.
5.2 A further announcement, which will include the relevant dates for
implementation of the offer, will be published on SENS and in the press at the
appropriate time.
Johannesburg
13 January 2005
Sponsor and corporate adviser to Steinhoff and sponsor to
Unitrans
PSG Capital
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