Johnnic Holdings Limited - Cautionary Announcement
Johnnic Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1889/000429/06)
ISIN: ZAE000024352
Code: JNC
(`Johnnic`)
CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Johnnic shareholders (`shareholders`) are referred to Hosken Consolidated
Investments Limited (`HCI`)`s announcement published on the Securities Exchange
News Service (`SENS`) on Friday, 1 July 2005 advising that HCI had increased its
shareholding in Johnnic to approximately 40% of the issued share capital of
Johnnic.
This was achieved through the acquisition of a further 16 499 321 Johnnic shares
at a price of 975 cents per Johnnic share. In terms of the Securities Regulation
Code on Takeovers and Mergers and the Rules of the Securities Regulation Panel
(`the SRP`), a mandatory offer (`the offer`) must be extended by HCI to Johnnic
shareholders to acquire the remaining shares in Johnnic which HCI does not
already own.
2. TERMS OF THE OFFER
The detailed terms and dates of the offer have not yet been published. However,
in terms of the SENS announcement referred to above, the offer is subject to the
following conditions precedent:
to the extent required, the approval by the relevant regulatory authorities,
including but not limited to the JSE Limited, the SRP, the Gaming Authorities
and the Competition Authorities; and
to the extent required, the approval by the shareholders of HCI in a meeting.
3. JOHNNIC`S FUTURE PROSPECTS
As previously announced, Johnnic has embarked on a strategy to acquire value
adding investments in the gaming and hotels sector. The Johnnic board of
directors is of the view that Johnnic is firmly on course to achieving such
strategy. To this extent, as set out in the announcement by Johnnic published on
SENS on Thursday, 30 June 2005, Johnnic has fulfilled the conditions precedent
for the acquisition of a 50% shareholding in Fabcos Investment Holding Company
Limited from Fabvest Investment Holdings Limited. This transaction has the
effect of increasing Johnnic`s effective shareholding in Tsogo Investment
Holding Company (Proprietary) Limited (`TIH`), a company holding a 51%
controlling interest in Tsogo Sun Holdings (Proprietary) Limited, to 19%. In
addition, negotiations between Johnnic and Nafcoc Investment Holding Company
Limited with regard to their respective interests in TIH are continuing.
Johnnic notes that the highest price paid by HCI for Johnnic shares within a
period of three months, prior to the HCI announcement referred to above, is an
amount of 975 cents per Johnnic share. Johnnic`s preliminary view is that this
amount undervalues Johnnic. Johnnic will appoint an independent advisor to
advise it on the terms of any offer including the price. Shareholders are
therefore advised to exercise caution when dealing in Johnnic shares.
Midrand
5 July 2005
Investment Bank
Standard Bank
Legal Advisors
Webber Wentzel Bowens
Sponsor
Merrill Lynch South Africa (Proprietary) Limited
Date: 05/07/2005 03:37:18 PM
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