Invicta/ Bearing Man - Results of the offer
Invicta Holdings Limited (Incorporated in the Republic of South
Africa)(Registration number: 1966/002182/06)Share code: IVT & ISIN:
ZAE000029773(`Invicta`)
Bearing Man Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1955/002109/06)
Share code: BRM & ISIN: ZAE000001137)
(`Bearing Man`)
RESULTS OF THE OFFER BY INVICTA TO THE MINORITY SHAREHOLDERS OF BEARING MAN
Shareholders of Bearing Man and Invicta are advised that the offer by Invicta to
the minority shareholders of Bearing Man to acquire their shares (`the offer`),
has been accepted by Bearing Man shareholders in respect of 98.91% of Bearing
Man`s issued share capital (exclusive of the Bearing Man shares already held by
Invicta).
As the offer is unconditional and has been accepted by Bearing Man shareholders
in respect of more than nine-tenths of the Bearing Man shares that were subject
to the offer, Invicta intends to invoke the provisions of section 440K(1)(a) of
the Companies Act, 1973 (Act 61 of 1973), as amended, (`the Companies Act`) to
compulsorily acquire all of the remaining Bearing Man shares. As a consequence,
Bearing Man will become a wholly-owned subsidiary of Invicta.
The Bearing Man shares will be suspended at the commencement of business on
Wednesday, 20 July 2005 and will subsequently be terminated at the expiry of the
six week period for the compulsory acquisition of the remaining shares. The
listing will be terminated with effect from commencement of business on Friday,
2 September 2005.
A surrender circular, incorporating the requisite notice in terms of section
440K of the Companies Act, will be mailed to shareholders on Tuesday, 19 July
2005.
Bearing Man shareholders who have not accepted the offer and who do not act on
this circular by indicating their election to receive either the cash offer or
the share offer or a combination thereof, will be deemed to have elected to
receive the cash offer of R7,50 per Bearing Man share by default, when Invicta
invokes the provision of section 440K.
Certified shareholders who still wish to accept the offer must deliver their
completed form of acceptance, surrender and transfer and documents of title to
Computershare Investor Services 2004 (Proprietary) Limited (PO Box 61763,
Marshalltown 2107).
Dematerialised shareholders who still wish to accept the offer are required to
notify their CSDP or broker, as the case may be, of their intention to accept
the offer in the manner and time stipulated in the agreement entered into
between such shareholders and their CSDP or broker.
Cape Town
18 July 2005
Sponsor to Bearing Man and Invicta
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Date: 18/07/2005 05:15:02 PM
Produced by the JSE SENS Department
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