| Wed 9 Feb 2005, 16:37 | | Firm Intention To Make An Offerand Further Caution |
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Katope / Intertrading - Firm Intention To Make An Offerand Further Cautionary
Announcement
Katope International
Societe Anonyme au capital de 2.712.000 Euros
Siege social: 53, rue de Montpellier
94 Rungis
R.C.S. Creteil B 722 011 061 - NAF 513A
(`the offeror` or `Katope`)
Intertrading Limited
Incorporated in the Republic of South Africa
(Registration Number 1987/004777/06)
Code: ITR ISIN: ZAE000015566
(`Intertrading`)
ANNOUNCEMENT OF FIRM INTENTION TO MAKE AN OFFER
AND FURTHER CAUTIONARY ANNOUNCEMENT
Background
Imara Corporate Finance South Africa (Pty) Limited is authorised to announce
that, further to the cautionary announcement published by Intertrading on SENS
and in the press on 31 January 2005, shareholders are advised that the board of
directors of Intertrading has been notified in writing by Katope, of a firm
intention to make an offer (`the Offer`), either in its own name or that of its
nominee, to all shareholders of Intertrading to acquire all the issued shares in
Intertrading (`Shares`), other than those held by Katope or Conafex Holdings SA
(`Conafex`), for a cash consideration of 50 cents per share.
It was announced in the press on 4 November 2003 that Conafex and Katope each
unconditionally acquired 8 725 000 Intertrading shares, representing in total
34.9% of Intertrading`s issued share capital by way of exercise of certain short
term call options at a price of 60 cents per share.
In addition, Conafex and Katope held the option to acquire 7 797 724
Intertrading shares from Mr. Bert de Kovel at a strike price of 60 cents per
share. Conafex and Katope decided not to exercise the option and accordingly the
option lapsed on 30 November 2004.
Katope now wishes to acquire a controlling stake in Intertrading. To this end,
Katope intends making an offer to acquire all of each Intertrading shareholder`s
current holding in Intertrading (other than the shares held by Conafex and
Katope) at a price of 50 cents per share.
Offeror
Katope is a sustainable, successful and profitable business in the global field
of fresh produce marketing. Katope invests time, resources and funds to deliver
outstanding efficiency in the service of their customers` needs.
With 100 years` experience in the fresh produce industry, Katope is uniquely
placed to handle every aspect of the product cycle from growing, packing and
transport to storage and distribution.
Their worldwide reputation is built on a track record in anticipating market
trends and an in-depth understanding of customers` requirements.
Existing Holdings
Katope holds 8 725 000 (17.45%) of the Shares;
Conafex, a concert party to the offeror, holds 8 725 000 (17.45%) of the Shares;
Bert de Kovel, a director of Intertrading, holds 7 797 724 (15.56%) of the
Shares;
Mr Richard Wells and Mr Chris Jousse, both non-executive directors of
Intertrading, are respectively directors of Katope and Conafex; and
The directors of the offeror do not hold any Shares directly. The directors of
the offeror have no interest in any of the transactions referred to herein,
other than in their capacities as shareholders of the offeror. No director of
the offeror has dealt for value in the shares in the period six months prior to
9 February 2005.
Terms of the Offer
The following terms will, inter alia, govern the Offer:
All the Shares in respect of which the Offer is accepted must be acquired by the
offeror free of all liens, charges and encumbrances and with the right to
receive all dividends, distributions, benefits or rights which accrue or are
declared after the closing date of the Offer irrespective of the actual date of
registration of the Shares concerned in the name of the offeror and/or its
nominee(s).
The Offer and its acceptance shall be governed by the laws of South Africa.
4.1 Price
The Offer will be made at a price of 50 cents per share.
Conditions Precedent
The Offer will be conditional upon:
- The consent of the JSE Securities Exchange of South Africa (`JSE`);
- The consent of the Securities Regulation Panel (`SRP`);
- The consent of the Exchange Control Authority of the South African Reserve
Bank (`Excon`); and
- The unconditional approval of the Competition Commission and/or the
Competition Tribunal (`CompComm`).
The above conditions are reserved for the sole benefit of Katope, and Katope
reserves the right to waive or invoke any of the conditions as it sees fit.
Arrangements, Undertakings, Agreements and Understandings
4.3.1 Concert Party
In terms of the Securities Regulation Code on Takeovers and Mergers, Conafex is
a concert party to Katope.
4.3.2 Irrevocable Undertaking to Accept the Offer
Mr. Bert de Kovel has issued an irrevocable written undertaking to the offeror
to accept the Offer to the extent of 7 797 724 (15.6%) Intertrading shares.
4.3.3 Irrevocable Undertaking Not to Accept the Offer
Conafex, Mr. Bernd Julicher and Mr. Frik van Rooyen have issued irrevocable
written undertakings to the offeror not to accept the Offer in respect of any
shares held by them as at the date hereof.
4.3.4 Other
Other than as disclosed above, no arrangement, agreement or understanding
(including any compensation arrangement) exists between the offeror, or any
person acting in concert with it, and any directors of Intertrading or persons
who were directors of Intertrading within the period of 12 months prior to the
date of the Offer, or holders of ordinary shares or persons who were holders
thereof within the period of 12 months prior to the date of the Offer, which has
any connection with or dependence on the Offer.
Section 440K
Katope does not intend to invoke Section 440K of the Companies Act 61 of 1973 as
amended.
Cash Confirmation
The SRP has been provided with independent confirmation that Katope has
sufficient cash resources at its disposal to enable the offeror to fulfill its
obligations in terms of the offer.
Further cautionary announcement
A full announcement containing the detailed terms of the Offer, and including
the recommendation of the Intertrading board and its independent advisor, and
showing the effects of the Offer on Intertrading shareholders, will be made as
soon as possible. In the meantime, Intertrading shareholders are advised to
continue to exercise caution in trading in their Intertrading shares.
Full details of the Offer will be contained in a circular to the shareholders of
Intertrading, which will be posted within the next 28 days.
Johannesburg
9 February 2005
Corporate Advisor to Katope and the transaction
Imara Corporate Finance South Africa (Pty) Limited
Sponsor to Intertrading
SASFIN
