HCI - Mandatory Offer Announcement and cautionary
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI ISIN: ZAE000003257)
(`HCI`)
Mandatory Offer Announcement and cautionary
1. Introduction
Investec Bank Limited is authorised to announce that pursuant to HCI`s previous
acquisition of an approximate 30% shareholding in Johnnic Holdings Limited
(`Johnnic`), HCI has increased its holding to approximately 40% of the issued
share capital of Johnnic through the acquisition of 16 499 321 Johnnic shares at
a price of 975 cents per share, including the right to all distributions being
the highest price that HCI has paid for Johnnic shares (`the acquisitions`). As
HCI is now the holder of more than 35% of the issued share capital of Johnnic,
in terms of the Securities Regulation Code on Take-overs and Mergers and the
Rules of the Securities Regulation Panel (`SRP`), a mandatory offer (`the
offer`) must be extended by HCI to Johnnic shareholders, other than HCI, to
acquire the remainder of the Johnnic shares. HCI has received irrevocable
commitments from 51% of its shareholders to approve the acquisitions. The offer
is subject to the conditions precedent set out in paragraph 3 below.
2. Rationale
HCI`s strategic objective is to increase their exposure to Johnnic as and when
possible. HCI considers the acquisition to be opportune as it furthers HCI`s
ongoing gaming strategies.
3. Conditions precedent
The offer will be subject to the fulfilment of the following conditions
precedent:
3.1 to the extent required, the approval by the relevant regulatory authorities,
including but not limited to the JSE, the SRP, Gaming Authorities, and the
Competition Authorities; and
3.2 to the extent required, the approval by the shareholders of HCI in a
meeting.
4. Further documentation
An announcement and a circular containing the detailed terms and dates of the
offer will be published in due course. Shareholders are advised to exercise
caution when dealing in the company`s securities until a further announcement is
made.
1 July 2005
Sandton
Investment Bank and Advisor Sponsor Corporate Advisor
Investec Bank Limited Investec Bank Limited HJS
Date: 01/07/2005 01:45:02 PM
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