| Fri 11 Feb 2005, 9:04 | | FIRM INTENT ANNOUNCEMENT OF THE PROPOSED ACQUISIT |
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METOZ/ NEWCO - FIRM INTENT ANNOUNCEMENT OF THE PROPOSED ACQUISITION BY NEWCO OF
ALL THE ISSUED SHARES OF METOZ BY WAY OF A SCHEME OF ARRANGEMENT
METOZ HOLDINGS LIMITED
Metoz Holdings Limited The Newco Project X Limited
(formerly Metro Cash and Carry (Incorporated in Australia)
Limited) (Registration number ACN 112 073
(Incorporated in the Republic of 480)
South Africa) (`Newco`)
(Registration number 1946/021315/06)
Share code: MOZ
ISIN code: ZAE000057410
(`Metoz`)
FIRM INTENT ANNOUNCEMENT OF THE PROPOSED ACQUISITION BY NEWCO OF ALL THE ISSUED
SHARES OF METOZ BY WAY OF A SCHEME OF ARRANGEMENT
1. INTRODUCTION
Metoz shareholders are referred to the announcement published on 6 December 2004
(`detailed cautionary announcement`) in which Metoz shareholders were advised
that Metcash Trading Limited (`Metcash Australia`), the only significant asset
of Metoz, had announced a capital reorganisation (`the capital reorganisation`)
in terms of which Newco would propose the following schemes of arrangement -
* a scheme of arrangement in South Africa between Metoz and its shareholders,
and
* a scheme of arrangement in Australia, between Metcash Australia and its
shareholders (`Metcash Australia scheme`)
As the pre-conditions to the offer between Metoz and Newco have been fulfilled,
Metoz shareholders are advised that Newco has proposed a scheme of arrangement
(`the Metoz scheme`) in terms of section 311 of the Companies Act, 1973 (Act 61
of 1973), as amended (`Companies Act`), between Metoz and its shareholders
(`scheme members`), to acquire all of the Metoz shares held by the scheme
members for a cash consideration (subject to exchange rate fluctuations) of
R2.8818 per Metoz share (calculated on the basis of the scheme consideration of
AUD0.6015 per Metoz share converted at an exchange rate of 4.7911 ZAR:AUD, being
the closing exchange rate on 8 February 2005). The Rand amount payable to scheme
members will vary with the actual exchange rate at which the consideration is
converted.
2. CASH CONFIRMATION
Deutsche Securities SA (Proprietary) Limited has furnished a letter to the
Securities Regulation Panel confirming funding arrangements with regard to the
Metoz scheme.
The funding for the Metoz scheme will be by way of an unconditional loan from
Metcash Australia to Newco, which will be drawn down prior to the date on which
payment to participants in terms of the Metoz scheme is due to be made. Metcash
Australia will finance the loan through -
* a three year senior unsecured syndicated loan note subscription facility of up
to AUD825 million (`the syndicated facility`). The syndicated facility is to
be provided to Metcash Australia by a syndicate of lenders and has been fully
underwritten by Australia and New Zealand Banking Group Limited
* a pro rata entitlement offer of convertible unsecured loan stock to eligible
shareholders to raise approximately AUD744 million. Deutsche Bank AG has
underwritten the convertible unsecured loan stock issue to this level
* the issue of convertible undated preference shares of up to AUD50 million.
Deutsche Bank AG has agreed to subscribe for all convertible undated
preference shares
The underwriting agreements referred to above must become or be declared
unconditional by no later than 09h00 on the last day to lodge forms of proxy for
the scheme meeting of Metoz shareholders to be convened for the purposes of
considering the Metoz scheme. Scheme members will be advised when the
underwriting agreements have become or been declared unconditional by
publication on Securities Exchange News Service of the JSE and in the press.
3. OPINIONS AND RECOMMENDATIONS
Investec Bank Limited (`Investec`), which has been appointed independent adviser
to the Metoz board, has advised the Metoz board that it believes that the terms
and conditions of the Metoz scheme are fair and reasonable to Metoz
shareholders.
The directors of Metoz (excluding Messrs C S dos Santos, A Reitzer and V D Rubin
who are also directors of Metcash Australia) have considered the terms and
conditions of the Metoz scheme and, inter alia, the opinion of Investec, and are
of the unanimous opinion that those terms and conditions are fair and reasonable
to Metoz shareholders. Accordingly, the board of directors of Metoz supports the
Metoz scheme and recommends that scheme members vote in favour of the Metoz
scheme. All the directors of Metoz who hold Metoz shares intend to vote in
favour of the Metoz scheme at the scheme meeting in respect of their own
holdings of Metoz shares.
4. CONDITIONS PRECEDENT
4.1 The Metoz scheme will become operative on the fulfilment or waiver (as
provided for in terms of 5.3 and 5.4) by no later than 30 June 2005, of the
conditions precedent that -
4.1 1 the Metoz scheme is approved by a majority representing not less than
three fourths of the votes exercisable by scheme members, present and
voting either in person or proxy at the scheme meeting
4.1.2 no material adverse change in respect of or in relation to Metoz,
excluding Metcash Australia, shall have arisen on or before the business
day prior to the date upon which the sanctioning of the Metoz scheme by
the Court occurs. For the aforegoing purpose -
4.1.2.1 a material adverse change shall mean any adverse effect, fact,
circumstance or potential adverse effect, fact or circumstance
which has arisen or occurred or which might reasonably be
expected to arise or occur and which is or might reasonably be
expected (alone or together with any other actual or potential
adverse effect, fact or circumstance) to be material with regard
to the business, continued existence, assets, revenues or
financial position of Metoz
4.1.2.2 to be `material` there must be an adverse impact of not less than
10% upon the assets and/or market capitalisation of Metoz and its
subsidiaries (other than from Metcash Australia), without double
counting where a single matter affects more than one measure of
value
4.1.3 the Court sanctions the Metoz scheme
4.1.4 a certified copy of the Order of Court sanctioning the Metoz scheme is
registered by the Registrar of Companies in terms of the Companies Act
4.1.5 by not later than the date upon which the Court sanctions the Metoz
scheme, the Metcash Australia scheme is approved by the shareholders of
Metcash Australia and the Australian Court
4.2 The conditions precedent set out in paragraphs 4.1.1, 4.1.3 and 4.1.4 are
not capable of being waived
4.3 The conditions precedent set out in paragraphs 4.1.2 and 4.1.5 are
conditions precedent stipulated for the benefit of Newco and may be waived
by Newco only, in writing, at any time prior to the date upon which such
conditions precedent are to be fulfilled
4.4 Fulfilment or waiver of the conditions precedent set out in paragraphs 4.1.2
and 4.1.5 shall be confirmed in writing by Newco, which confirmation is to
be delivered to Metoz on or before the dates upon which such conditions
precedent are to be fulfilled
4.5 The date for fulfilment of the condition precedent referred to in paragraph
4.1.5 may be extended at Newco`s discretion for a period not exceeding
fourteen days by notice in writing from Newco to Metoz
5. FINANCIAL EFFECTS
The table below sets out the pro forma financial effects of the Metoz scheme on
shareholders based on the assumptions set out below. The pro forma financial
effects have been prepared by the Metoz board for illustrative purposes only, in
order to provide information about how the Metoz scheme may have affected the
Metoz shareholders, had the Metoz scheme been implemented on the dates indicated
in the notes below. Due to their nature, the pro forma financial effects may
not give a true reflection of the financial effects of the Metoz scheme.
Before After the Percentag
the Metoz Metoz e
scheme scheme increase
(ZAR per (ZAR per
share) share) 5
Market value 1 1.9500 2.8818 47.8
Thirty-day volume weighted 1.9860 2.8818 45.1
average market value 2
Net asset value 3 0.4813 2.8818 498.8
Net tangible asset value 4 0.0436 2.8818 6509.2
Notes
1. The `Before the Metoz scheme` column reflects the closing JSE market value
per Metoz share on 3 December 2004, being the last trading day preceding the
publication of the detailed cautionary announcement. The `After the Metoz
scheme` column shows the scheme consideration to be received.
2. The `Before the Metoz scheme` column reflects the thirty-day volume weighted
average JSE market value per Metoz share calculated for the thirty trading
days up to and including 3 December 2004, being the last trading day
preceding the publication of the detailed cautionary announcement. The
`After the Metoz scheme` column shows the scheme consideration to be
received.
3. The `Before the Metoz scheme` column reflects the unaudited net asset value
per share as extracted, without adjustment, from the unaudited results of
Metoz for the six months ended 31 October 2004. The `After the Metoz scheme`
column shows the scheme consideration to be received.
4. The `Before the Metoz scheme` column reflects the unaudited net tangible
asset value per share as extracted, without adjustment, from the unaudited
results of Metoz for the six months ended 31 October 2004. The `After the
Metoz scheme` column shows the scheme consideration to be received.
5. The scheme consideration of R2.8818 per Metoz share (calculated on the basis
of the scheme consideration of AUD0.6015 per Metoz share converted at an
exchange rate of 4.7911 ZAR:AUD, being the closing exchange rate on
8 February 2005). The Rand amount paid to scheme members will vary with the
actual exchange rate at which the scheme consideration is converted.
6 DOCUMENTATION RELATING TO THE SCHEME
A further announcement setting out the salient dates of the Metoz scheme will be
made on or about Wednesday, 23 February 2005, and documentation relating to the
Metoz scheme is expected to be posted to the Metoz shareholders registered as
such at the close of business on Wednesday, 16 February 2005, on or about
Wednesday, 23 February 2005.
Johannesburg
11 February 2005
Independent adviser to Metoz Sponsor to Metoz
Investec Bank Sasfin Corporate Finance a
division of Sasfin Bank Limited
Attorneys to Metoz Reporting Accountants and
Auditors
Fluxmans Attorneys Inc Ernst & Young )
Attorneys to Newco in South
Africa
Webber Wentzel Bowens
Date: 11/02/2005 08:45:06 AM
Produced by the JSE SENS Department
