Concor -Receipt Of A Firm Intention And Cautionary
Concor - Receipt Of A Firm Intention And Cautionary Announcement
CONCOR LIMITED
(Incorporated in the Republic of South Africa)Registration number 1969/003076/06
Share code: CNC ISIN: ZAE000001616
(`Concor` or `the company`)
Receipt of a firm intention to make an offer from Wilson Bayly Holmes-OvconLimited and cautionary announcement
1. Introduction
Shareholders are hereby notified that the board of directors of Concor (`the
Concor board`) has received a notice of a firm intention to make an offer (`thefirm intention notice`) from Wilson Bayly Holmes-Ovcon Limited (`WBHO`).
2. Terms of the proposed offer
In terms of the firm intention notice, WBHO is offering to acquire all the
issued ordinary shares in Concor, other than the Concor ordinary shares italready holds, for a consideration of 1 WBHO share for every 1,5 Concor ordinary
shares held (`the offer`). A subsidiary of WBHO currently holds 100 Concor
ordinary shares.
The proposed offer will be implemented either by way of a scheme of arrangementin terms of section 311 of the Companies Act (Act 61 of 1973), as amended (`the
Act`), failing which WBHO will make an offer in terms of section 440 of the Act
(`the substitute offer`). The substitute offer will be subject to a minimum
acceptance level of 50,1%.The proposed offer is subject to the fulfilment of the following conditions
precedent:
2.1 the conclusion of a due diligence investigation to the satisfaction of WBHO;
and2.2 approvals by the regulatory authorities, including the Securities Regulation
Panel, the JSE Securities Exchange South Africa, the South African Reserve Bank
and the Competition Law authorities.
3. Cautionary announcementShareholders are reminded of the further cautionary announcement published by
the company on 10 June 2005, relating to discussions with Murray & Roberts
Holdings Limited (`Murray & Roberts`) concerning Murray & Roberts` firm
intention to make an offer.As the Concor board is in receipt of two firm intentions to make an offer, until
such time as the company has published further announcements with respect to
either firm intention notice, Concor shareholders are advised to exercise
caution when dealing in their Concor ordinary shares.Johannesburg
17 June 2005
Independent advisor and transaction sponsor
Bridge CapitalLegal advisors
Sonnenberg Hoffmann GalombikDate: 20/06/2005 12:22:02 PM Produced by the JSE SENS Department
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