| Thu 7 Jul 2005, 15:28 | | Hosken Consolidated Investments Limited - Announce |
|
Hosken Consolidated Investments Limited - Announcement Of The Firm Intention To
Make A Mandatory Offer To The Shareholders Of Johnnic Holdings Limited
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI ISIN: ZAE000003257)
(`HCI` or `the company`)
Announcement of the firm intention to make a mandatory offer
to the shareholders of Johnnic Holdings Limited
1. Introduction
Shareholders are referred to the announcement published on the Securities
Exchange News Service (`SENS`) of the JSE Securities Exchange South Africa
(`JSE`) on Friday, 1 July 2005 in which it was announced that pursuant to
HCI`s previous acquisition of an approximate 30% shareholding in Johnnic
Holdings Limited (`Johnnic`), HCI increased its holding to approximately
40% of the issued share capital of Johnnic through the acquisition from
Gold Reef Casino Resorts Limited (`GRC`) of 16 499 321 Johnnic shares,
including the right to all dividends and other distributions subsequent to
1 July 2005, at a price of 975 cents per share, being the highest price
that HCI has paid for Johnnic shares. 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 (`offer shares`).
2. The offer
2.1 Terms of the offer
Subject to the conditions precedent in paragraph 4 below, HCI intends
to offer to acquire all or part the offer shares at a price of 975
cents per share. The offer shares will be acquired with the right to
all dividends and other distributions subsequent to 1 July 2005.
2.2 Intention to invoke the provisions of section 440K of the Companies Ac
1973 (Act 61 of 1973) as amended (`the Companies Act`)
In the event that acceptances in terms of the offer are received in
respect of not less than nine-tenths of the offer shares, HCI intends
to invoke the provisions of section 440K of the Companies Act in order
to acquire the offer shares in respect of which acceptances have not
been received, compulsorily. In these circumstances, it is the
intention of HCI to effect the delisting of Johnnic from the JSE
Securities Exchange South Africa (`JSE`) as soon as reasonably
practicable after the implementation of the offer.
2.3 Payment of the offer consideration and cash confirmation
The SRP has been furnished with written confirmation that HCI has
sufficient cash resources and / or facilities with which to meet its
obligations in terms of the offer.
2.4 Irrevocable commitments
HCI has received irrevocable commitments from approximately 51% of its
shareholders to approve the offer.
3. Rationale for the offer
HCI`s acquisition of the additional 10% in Johnnic is part of its strategic
objective to increase its exposure to Johnnic and pursuant to such
acquisition it is required to make the offer in terms of the SRP Code.
4. Conditions
4.1 HCI`s continued holding of the acquired 40% shareholding in Johnnic is
conditional on the approval by the relevant Gaming Authorities, to the
required, and HCI is processing the necessary applications.
4.2 The offer will be subject to the fulfilment of the following condition
precedent:
4.2.1 to the extent required, the approval by the relevant regulat
authorities, including but not limited to the JSE, the SRP, Gamin
the Exchange Control Department of the South African Reserve Bank
Competition Authorities; and
4.2.2 to the extent required, the approval by the shareholders of
meeting.
5. Arrangement with GRC
HCI has confirmed to GRC that it is agreeable to supporting GRC, should GRC
make an offer to acquire the shares in Tsogo Sun Holdings (Proprietary)
Limited, on such terms as may be negotiated with SABSA Holdings
(Proprietary) Limited, subject to certain conditions, and HCI will not
compete with such offer.
6. Offer document
An offer document containing further information regarding the offer will
be posted to shareholders of Johnnic in terms of Rule 27.1 of the SRP Code.
7 July 2005
Sandton
Investment Bank Lead sponsor Joint sponsor Corporate
and Advisor Advisor
Investec Bank Ernst & Investec Bank HJS
Limited young Limited
Date: 07/07/2005 03:16:57 PM
Produced by the JSE SENS Department
