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HCI - Fabvest Transaction Update
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI ISIN: ZAE000003257)
(`HCI`)
Fabvest Transaction Update
Shareholders are referred to the HCI announcement published on the Securities
Exchange News Service (`SENS`) of the JSE Limited on Monday, 23 May 2005 in
relation to the proposed acquisition (`Fabvest Acquisition`) by HCI of Fabvest
Investment Holdings Limited (`Fabvest`). In this announcement, among other
things, it was stated that Fabvest had sold an additional 25% of all the issued
shares in the capital of Fabcos Investment Holding Company Limited (`FIH`) to
Johnnic Holdings Limited (`Johnnic`) subject to the fulfillment of certain
conditions precedent (`the Second Tranche Sale`).
Johnnic shareholders were advised in an announcement published on SENS on
Friday, 1 July 2005 that the remaining conditions precedent relating to the
Second Tranche Sale were fulfilled on 30 June 2005.
HCI received a letter from the attorneys acting on behalf of Fabvest, on 7 July
2005, stating that Fabvest had instructed their attorneys that one of the
suspensive conditions to the Second Tranche Sale had not been fulfilled, and
accordingly, that the Second Tranche Sale shall never become effective.
Johnnic has disputed Fabvest`s contention that the Second Tranche Sale has
lapsed. HCI has been informed that Johnnic and Fabvest are in the process of
referring the dispute to arbitration.
If, as Fabvest contends, the Second Tranche Sale has lapsed, then Fabvest
retains 75% of the issued share capital of FIH and Johnnic the remaining 25%.
If, as Johnnic contends, the Second Tranche Sale has come into effect, then
after implementation of the Second Tranche Sale Johnnic will hold 50% of the
issued share capital of FIH and Fabvest the remaining 50%.
Should the Fabvest Acquisition become unconditional, HCI would have an effective
indirect interest of:
- approximately 60% in Tsogo Investment Holding Company (Proprietary)
Limited (`TIH`), if the Second Tranche Sale has lapsed; and
- approximately 51% in TIH, if the Second Tranche Sale has become
effective.
HCI shareholders will be advised of any further developments in this regard.
15 July 2005
Durban
Investment Bank and Advisor
Investec Bank Limited
Lead sponsor
Ernst & Young
Sponsors
Joint sponsor
Investec Bank Limited
Legal Advisor
Sonnenberg Hoffman Galombik
Corporate Advisor
HJS
Date: 15/07/2005 04:59:12 PM
Produced by the JSE SENS Department
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