| Tue 8 Mar 2005, 17:48 | | Sasani Limited - Proposed disposal, invitation and |
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Sasani Limited - Proposed disposal, invitation and cautionary announcement
Sasani LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1955/000259/06)
Share code: SSA ISIN: ZAE000044384
(`Sasani` or `the company`)
ANNOUNCEMENT IN RESPECT OF THE PROPOSED DISPOSAL OF THE REMAINING ASSETS OF
SASANI, INVITATION TO REGISTER AN INTEREST IN ACQUIRING THE REMAINING ASSETS OF
SASANI AND CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are reminded that the company disposed of certain of its core
operations, namely certain divisions of The Video Lab Group (Proprietary)
Limited and Condor Cape Post (Proprietary) Limited as approved by shareholders
at the general meeting held on Friday 25 February 2005. As a result of these
disposals, the company is sitting on net cash and cash equivalents of some R92
million. It is the intention of the board of directors to distribute the net
realisation proceeds to shareholders on completion of the disposal of the
remaining assets of the company and shareholders will be advised accordingly.
2. PROPOSED DISPOSAL OF THE REMAINING ASSETS OF SASANI
Over the last six months, management was requested by the board to examine all
scenarios for the future, including the total unbundling of the group. As a
result of a series of meetings, where all future options were carefully
discussed, the board has resolved to dispose of the remaining assets of Sasani.
Interested parties, including the management of the remaining assets, are
invited to register their interest in acquiring the remaining assets of Sasani
in accordance with the process set out below.
3. CORPORATE GOVERNANCE
The board has set up a sub committee consisting of two non-executive directors
of the company, being the Chairman, Nic Frangos and Geert Doyer, Chairman of the
Audit Committee. The sub committee will be advised by Utho Capital (Proprietary)
Limited (`Utho Capital`). This committee has been charged by the board with the
responsibility of independently overseeing the disposal process, as the
management of Sasani may be a potential bidder for the remaining assets of the
company.
4. THE REMAINING ASSETS
The remaining assets of Sasani are set out in the organogram as published in
the Business Day and Beeld on 9 March 2005:
Interested parties can bid for these assets on the basis of the packages set
out below:
* Sasani Limited including all entities included on the organogram;
* The Movie Camera Company Logical Designs (Pty) Ltd only (`MCC`);
* Sasani Limited including all entities included on the sketch except MCC;
* The properties, being the two properties in Blairgowrie and the rights to
the Highlands North put and call option.
5. THE PROCESS
The disposal will be conducted in a two-stage competitive bid process, the
first being the expression of interest and pre-qualification stage and the
second being the formal bid stage, for shortlisted bidders. Further stages,
including a best and final offer stage, will be added should this be deemed
necessary by the disposal sub committee.
Interested parties, including the management of the remaining assets, are
invited to register their expression of interest and apply for a Preliminary
Information Pack providing operating and financial details of the remaining
assets. Interested parties will be required to pre-qualify for the process by
providing certain basic information, including, as a minimum, the background and
financial information of the interested party, rationale behind the interest and
indication of area(s) of interest (which package(s)). Based on their sole
discretion, the sub committee of the board will make the Preliminary Information
Pack available to pre-selected parties.
Parties that are interested are requested to register their interest with the
necessary information by 12:00 on Wednesday 23 March 2005 so that they can
receive a Preliminary Information Pack.
Submission of the preliminary information as well as the formal offers should
be made directly to Andrew Mari of Utho Capital. His contact details are as
follows:
Telephone 011 447 4970, Fax 011 880 0926, or andrewm@utho.co.za
All other communication, including requests for additional information, will
be handled by the Sasani CEO, James Whitehouse. He can be contacted on (011) 719
4036 or at jamesw@sasani.co.za
A short list of bidders will be chosen based on these expressions of interest.
The process after the submission of initial offers will be dictated by the sub
committee depending on the nature of offers received.
Any disposal(s) of the remaining assets of Sasani or the company as a whole
will be subject to the approval of the necessary regulatory authorities,
including the Securities Regulation Panel and the JSE Securities Exchange South
Africa and, where necessary, the shareholders of the company.
6. PRELIMINARY TIMELINE FOR DISPOSAL PROCESS OF SASANI ASSETS
2005
Registration of expression of interest Wednesday 23 March
Access to Preliminary Information Pack Wednesday 30 March
Submission of initial offers Tuesday 19 April
Notification of short listed bidders Friday 22 April
7. CAUTIONARY ANNOUNCEMENT
Shareholders of Sasani are urged to exercise caution in trading in the shares
of the company until further detailed announcements regarding the proposed
realisation are made.
By order of the board
Johannesburg
8 March 2005
Corporate adviser
Lanark Financial Services
Independent adviser
Utho
Sponsor
LPC Manhattan
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Date: 08/03/2005 05:34:04 PM
Produced by the JSE SENS Department
