| Fri 24 Jun 2005, 15:56 | | HCI/ CIL - Acquisition of 25,1% of CIL by HCI and |
|
HCI/ CIL - Acquisition of 25,1% of CIL by HCI and withdrawal of cautionary
Hosken Consolidated Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
Share code: HCI ISIN: zae000003257
(`HCI`)
Clover Industries Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/030429/06)
(`CIL`)
JOINT ANNOUNCEMENT REGARDING THE ACQUISITION OF 25,1% OF CIL BY HCI AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS
1. Introduction
1.1 Further to the cautionary announcement published by CIL on 8 June 2005
in the financial press, and the cautionary announcements dated 11
April 2005 and 23 May 2005 published by HCI, the parties wish to
announce that they have entered into an agreement (`the Agreement`)
dated 23 June 2005, in terms of which HCI, through a wholly-owned
subsidiary, shall subscribe for 25,1% of the total issued ordinary
share capital in CIL, as well as 25 000 000 CIL preference shares, for
an aggregate subscription consideration of R91 803 856 (ninety one
million, eight hundred and three thousand, eight hundred and fifty six
rand), payable in cash (collectively `the Transaction`).
2. The Transaction
2.1 In terms of the Agreement, subject to the fulfilment of the relevant
conditions precedent set out in paragraph 4 below (`the conditions
precedent`), HCI will subscribe for the shares in CIL as follows:
2.1.1 CIL will issue 19 303 856 (nineteen million, three hundred
and three thousand, eight hundred and fifty six) ordinary
shares at R1,00 (one rand) each to HCI, being R0,10 in
respect of the par value thereof together with a premium of
R0,90 thereon.
2.1.2 CIL will issue 25 000 000 (twenty five million) cumulative
redeemable preference shares at R2,90 (two rand ninety
cents) each to HCI, being R0,10 in respect of the par value
thereof together with a premium of R2,80 thereon.
2.2 The subscription by HCI of the ordinary shares in CIL as contemplated
in 2.1.1 above shall not entitle HCI to any Supply Allocation in
respect of such ordinary shares, where the Supply Allocation is
determined in accordance with delivery agreements concluded between
CIL and milk producers, who are ordinary shareholders in CIL.
2.3 The subscriptions in 2.1.1 and 2.1.2 constitute a single indivisible
transaction, and the effective date of the Transaction will be the
second business day following the date on which the conditions
precedent in respect thereof have been fulfilled (`the Subscription
Date`).
2.4 The total consideration in respect of the Transaction is payable, in
cash, against allotment of the ordinary and preference shares referred
to in 2.1.1 and 2.1.2 on the Subscription Date.
3. Rationale
The parties have had a long-standing business relationship with each other.
HCI is broadening its strategic investment interests into the food sector.
The Transaction introduces HCI as a broad-based black economic partner to
CIL, and injects additional share capital into CIL.
4. Conditions Precedent
The Transaction is subject to:
4.1 the completion of a due diligence investigation on behalf of HCI into
CIL and the approval thereof by the board of directors of HCI;
4.2 CIL obtaining an independent third party confirmation as to the
fairness of the subscription price in respect of the ordinary shares;
4.3 CIL convening a general meeting of shareholders and a special meeting
of ordinary shareholders to consider and approve certain amendments to
CIL`s Memorandum and Articles of Association in order to facilitate
the Transaction;
4.4 the amendment of CIL`s Memorandum and Articles of Association to the
extent necessary to facilitate the Transaction, on terms acceptable to
HCI; and
4.5 the shareholders of CIL in general meeting approving the Transaction.
5. Categorisation of the transaction
This announcement is voluntary for HCI in terms of the JSE Securities
Exchange South Africa Listings Requirements and is made to provide
shareholders of HCI with information regarding the ongoing activities of
HCI.
6. Withdrawal of Cautionary Announcements
Shareholders of HCI and CIL are advised that as result of the Agreement,
caution need no longer be exercised when dealing in HCI securities or CIL
securities.
Johannesburg
24 June 2005
Sponsor
Nedbank Capital
Corporate advisor to HCI
HJS Advisory Services (Proprietary) Limited
Legal advisors to HCI
Prinsloo Tindle Andropolous
Legal advisors to CIL
Werksmans Inc
Date: 24/06/2005 03:41:05 PM
Produced by the JSE SENS Department
