| Mon 6 Jun 2005, 10:10 | | Sasani - Conclusion of the independent bidding |
|
Sasani - Conclusion of the independent bidding process & proposed delisting
Sasani Limited
(Incorporated in the Republic of South Africa)
(Registration number 1955/000259/06)
Share code: SSA ISIN: ZAE000044384
(`Sasani` or `the Company`)
ANNOUNCEMENT REGARDING:
THE CONCLUSION OF THE INDEPENDENT BIDDING PROCESS FOR THE REMAINING BUSINESS
ASSETS OF SASANI; and
A PROPOSED DELISTING OF THE SHARES OF SASANI PURSUANT TO A SCHEME OF ARRANGEMENT
IN TERMS OF SECTION 311 OF THE COMPANIES ACT, NO. 61 OF 1973 (`THE COMPANIES
ACT`)
Introduction
In an announcement published on 2 February 2005, the board of directors of
Sasani (`the Board`) indicated that after much deliberation it had concluded
that the disposal of the Company`s assets would add more value to shareholders
than continuing with the operation of such assets as going concerns. The
underlying rationale for its view was that rapidly changing technological
processes, increasing competition and the reliance on creative talent had
contributed to declining returns in an over supplied postproduction and
facilities sector. Pursuant thereto, and with effect from 31 January 2005, the
Company disposed of certain of its core operations, being divisions of The Video
Lab Group (Proprietary) Limited and Condor Cape Post (Proprietary) Limited.
Shareholders were further advised in terms of an announcement on 8 March 2005
(`the Announcement`) that management was investigating ways best to secure the
total unbundling or sale of the remaining assets of the Company to the best
advantage of shareholders. As indicated in the Announcement, offers for the
realization of the remaining assets could comprise various options including,
inter alia, an offer to acquire the entire issued share capital of Sasani; the
sale of the business of The Movie Camera Company Logical Designs (Proprietary)
Limited only and/or the properties of Sasani, being two properties situated in
Blairgowrie, as well as various other property rights.
Further to the Announcement and renewal of the cautionary announcement dated 20
April 2005, PricewaterhouseCoopers Corporate Finance (Pty) Ltd is authorised to
announce that the special sub committee of the Board (`the sub-committee`)
appointed to receive and consider offers for the remaining business assets of
the Company, in conjunction with and as advised by Utho Capital (Proprietary)
Limited (`Utho Capital`), has concluded the adjudication process.
The sub-committee comprised two of the Company`s non-executive directors, namely
Mr Nic Frangos and Mr Geert Doyer. Utho Capital was appointed as the
independent adviser to assist in the adjudication of proposals and make
recommendations thereon to the Board. The process was carried out in a fully
transparent manner with management, as one of fourteen bidders, being completely
excluded from the adjudication process. None of the non-executive directors of
the Company has participated, directly or indirectly, in the transactions and no
bonuses have been or will be paid to any non-executive directors in connection
with the bidding process.
The sub-committee presented its recommendation to the Board, which approved such
recommendation. The preferred bidder, a management consortium (`the
Consortium`) represented by Mr James Whitehouse, the Company`s incumbent chief
executive officer, as well as Messrs Geoff Green and Leon Noussis, who are
members of the Company`s current executive management, was duly notified
thereof.
Proposed delisting of the shares of the Company on the JSE Securities Exchange
South Africa (`the JSE`) pursuant to a scheme of arrangement in terms of section
311 of the Companies Act
The Board has since received from the Consortium a binding written offer to
propose, through a private limited liability company wholly-owned by the
Consortium (`Newco`), a scheme of arrangement (`the proposed scheme`) in terms
of section 311 of the Companies Act between Sasani and its shareholders (other
than Sasani Mangement (Proprietary) Limited, a subsidiary of Sasani, which holds
approximately 1,8% of the Company`s issued share capital as treasury shares in
terms of section 89 of the Companies Act), pursuant to which, if implemented,
Newco will acquire the entire issued share capital of Sasani and the listing of
the shares of Sasani on the JSE will be terminated.
As at the date of this announcement, the Consortium owns and/or controls 5 602
275 Sasani shares, representing approximately 8,6% of the Company`s issued share
capital.
The proposed scheme provides that eligible shareholders (`the scheme members`)
will receive 207 cents in cash for every share. If adopted by the scheme
members and implemented, this will result in approximately 64 563 324 Sasani
shares (`scheme shares`), representing approximately 98,2% of the Company`s
issued share capital, being acquired by Newco from scheme members for a total
cash consideration of approximately R133, 6 million.
Shareholders are referred to paragraph 6 below regarding the possibility of the
need for a substitute offer by the Consortium.
Conditions precedent to the proposed scheme
The proposed scheme is subject, inter alia, to fulfillment of the following
conditions precedent:
- the approval, to the extent necessary, of the relevant regulatory
authorities having jurisdiction over Sasani and the Consortium in respect
of the proposed scheme, including the Securities Regulation Panel (`SRP`),
the JSE, the South African competition authorities and the Exchange Control
Division of the South African Reserve Bank;
- The High Court of South Africa (`the Court`) ordering the convening of a
meeting (`the scheme meeting`) of shareholders to consider the proposed
scheme;
- the proposed scheme being approved by a majority representing not less than
three-fourths of the votes exercisable by scheme members present and
voting, either in person or by proxy, at the scheme meeting;
- the Court sanctioning the proposed scheme and pursuant thereto, the Court
Order sanctioning the proposed scheme being registered by the Registrar of
Companies; and
- no material diminution occurring in the net tangible asset value of the
Company and/or a material variation occurring in the composition of its
assets and liabilities, both as recorded in its consolidated management
accounts as at 30 April 2005, between 30 April 2005 and the date of
lodgment of the application for sanction of the proposed scheme.
Financial effects of the proposed scheme on scheme members
Details of the financial effects of the proposed scheme on scheme members will
be included in a further announcement to be published as soon as is practicably
possible.
Views of the board of directors and independent adviser to the proposed scheme
In accordance with the requirements of the SRP, an independent financial adviser
will be appointed by the Board to act as independent financial adviser for the
purposes of considering the financial implications for shareholders of the
proposed scheme and advising the Board whether the terms of the proposed scheme
are fair and reasonable to scheme members. The substance of such advice will be
made known to shareholders as soon as practicably possible.
Subsequent to the sub committee`s consideration of the terms of the proposed
scheme during the adjudication process, the other directors of Sasani have
considered the financial terms of the proposed scheme and are of the unanimous
opinion that the financial implications of the proposed scheme are fair and
reasonable to scheme members. Those directors of Sasani who own shares in their
own right, excluding those directors who are members of the Consortium as well
as the other members of the Consortium, have confirmed that they will vote such
shares in favour of the proposed scheme.
Substitute offer by Consortium
The Consortium has undertaken that Newco will simultaneously submit a
conditional offer (`the substitute offer`) to eligible shareholders to acquire
their shares in terms of section 440 of the Companies Act for the same
consideration payable to scheme members in terms of the proposed scheme. The
substitute offer, which will only come into force and effect in the event that
the proposed scheme is not implemented, will be subject to the same conditions
precedent referred to in paragraph 3 above, save only for those conditions
precedent which in terms of Section 311 of the Companies Act are applicable
solely to the proposed scheme.
The substitute offer will, in addition, be conditional on at least 90% of
eligible shareholders accepting the substitute offer within a reasonable period,
which condition may in the discretion of the Consortium be waived or the minimum
percentage acceptances required from shareholders reduced. In the event of at
least 90% of eligible shareholders accepting the substitute offer, the
Consortium has indicated that the provisions of section 440k of the Companies
Act will be invoked in order to enable Newco to acquire the remaining balance of
the shares in Sasani.
Confirmation of financial resources of the Consortium
In accordance with the requirements of the SRP, the Consortium has provided the
SRP with appropriate confirmation that it has sufficient financial resources
available to meet its obligations in full in respect of the consideration
payable to scheme members in terms of the proposed scheme, or to eligible
shareholders in terms of the substitute offer, as the case may be.
Further announcement and documentation
A further announcement will be made as soon as is practicably possible detailing
the financial effects of the proposed scheme, the advice of the independent
financial adviser referred to in paragraph 5 above, as well as the expected
salient dates and times of all matters pertinent to the proposed scheme. Until
such time that the announcement is made, shareholders are advised to exercise
caution in dealing in their shares.
In accordance with the rules of the SRP, a document providing full details of
the proposed scheme and the substitute offer will be posted to shareholders
within 30 days of this announcement.
Johannesburg
6 June 2005
Corporate adviser and sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Corporate legal adviser
TABACKS
Auditors and reporting accountants
PricewaterhouseCoopers Inc
Independent adviser
UTHO CAPITAL
Date: 06/06/2005 09:48:56 AM
Produced by the JSE SENS Department
