Johnnic Holdings Limited - Fulfilment of condition
Johnnic Holdings Limited - Fulfilment of conditions precedent relating to the
acquisition of a 50% interest in fabcos investment holding company limited
(`fih`)
Johnnic Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1889/000429/06)
(`Johnnic`)
ISIN : ZAE000024352
Share Code : JNC
FULFILMENT OF CONDITIONS PRECEDENT RELATING TO THE ACQUISITION OF A 50% INTEREST
IN FABCOS INVESTMENT HOLDING COMPANY LIMITED (`FIH`)
Shareholders are referred to Johnnic`s announcement published on SENS on 5
October 2004 in which they were advised that Johnnic acquired a 50% interest in
the ordinary issued share capital of FIH (an effective 9.7% in Tsogo Sun
Holdings (Proprietary) Limited) from Fabvest Investment Holdings Limited
(`Fabvest`) for a cash consideration of R295 million (`the transaction`). The
transaction was to be implemented in two equal tranches of shares in FIH.
The conditions precedent relating to the first tranche were met and an amount of
R147.5 million was paid on 13 October 2004. The conditions precedent relating to
the second tranche included, inter alia, receiving the necessary approvals from
the Competition Authorities and Gaming Boards. On 30 June 2005, Johnnic
announced that the remaining conditions precedent to the acquisition of the
second tranche were fulfilled on 30 June 2005. Subsequent to such announcement
Johnnic was advised by Fabvest that it was its view that the conditions
precedent to the second tranche were not fulfilled although Fabvest did not
state and has still not stated the basis for its contention. The matter will be
referred to arbitration as provided for in the agreement of sale between Fabvest
and Johnnic.
Midrand
19 July 2005
Investment bank and transaction sponsor
Standard Bank
Legal advisors
Webber Wentzel Bowens
Sponsor
Merrill Lynch
Date: 19/07/2005 04:37:37 PM
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