Bearing Man/ Invicta - Firm Intention to Make an Offer and Cautionary
Announcement
Bearing Man Limited
(Incorporated in the Republic of South Africa)
(Registration number 1955/002109/06
Share code: BRM ISIN code: ZAE000001137
(`Bearing Man`)
Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06
Share code: IVT ISIN code: ZAE000029773
(`Invicta`)
Firm Intention to Make an Offer and Cautionary Announcement
The Board of Bearing Man has been notified in writing by Invicta of its firm
intention to make an offer to acquire all of the issued shares of Bearing Man
that they do not already own (`the offer`), for:
* a cash consideration equal to R7.50 per Bearing Man share (`the cash offer`);
* or 1 Invicta share (issued at a value of R17.00 per Invicta share) for every
2.5 Bearing Man shares (with the Bearing Man shares valued at R6.80 for this
purpose) (`the share offer`); or
* a combination thereof (in terms whereof a Bearing Man shareholder can receive
the consideration through a combination of the cash offer and the share offer,
in such proportion as the shareholder elects).
Invicta currently owns 60.65% of Bearing Man.
The rationale for the offer is to improve the earnings of both Invicta and
Bearing Man shareholders through the optimisation of synergies and the
elimination of duplicated costs.
The offer is subject to:
* Invicta acquiring all of the issued shares in Bearing Man that they do not
already own in terms of a scheme of arrangement in terms of section 311 or
failing which, a compulsory acquisition of the shares of the minority
shareholders in terms of section 440K of the Companies Act, No 61 of 1973, as
amended;
* The requisite shareholder approvals of Invicta and of Bearing Man (if
applicable); and
* The requisite regulatory approvals and consents.
Shareholders representing 78.56% of the issued share capital of Bearing Man
(exclusive of the Bearing Man shares currently held by Invicta) have irrevocably
undertaken to vote in favour of the offer and to accept the share offer.
Standard Bank has confirmed that Invicta has the required resources to meet its
funding obligation in terms of the cash offer.
The Board of Directors of Bearing Man will consider the firm intention to make
an offer received from Invicta and will obtain appropriate external advice.
Bearing Man and Invicta shareholders are accordingly advised to exercise caution
when dealing in their shares until a further announcement, which will include
financial effects, is made.
Durban
13 April 2005
Corporate adviser to Invicta
Bravura
Sponsor to Invicta and Bearing Man
Deloitte & Touche Sponsor Services
Attorneys
Bernadt Vukic Potash & Getz Attorneys
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