| Mon 1 Aug 2005, 14:35 | | HCI - Revised terms and the salient dates |
|
HCI - Revised terms and the salient dates of the mandatory offer
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI ISIN: ZAE000003257)
(`HCI`)
1. Introduction
The shareholders of HCI and Johnnic are referred to the announcements published
by HCI on the Securities Exchange News Service (`SENS`) of the JSE Limited
(`JSE`) on Friday, 1 July 2005 and Thursday, 7 July 2005 in which it was
announced that HCI, through its wholly-owned subsidiary, Mercanto Investments
(Proprietary) Limited (`Mercanto`), acquired more than 35% of the issued share
capital of Johnnic, and in terms of the Securities Regulation Code on Take-overs
and Mergers and the Rules of the Securities Regulation Panel (`SRP Code`), a
mandatory offer (`the offer`) is being extended by HCI to Johnnic ordinary
shareholders (`Johnnic shareholders`), other than HCI or its subsidiaries, to
acquire the remainder of the Johnnic ordinary shares (`offer shares`).
2. Original terms of the offer
HCI announced that, subject to the fulfilment of certain conditions precedent,
it intended to offer to acquire (all or part) of the offer shares at a price of
975 cents per share (`offer consideration`), together with the right to all
dividends and other distributions made or declared by Johnnic to its
shareholders in respect of such offer shares subsequent to 1 July 2005.
3. Revised terms of the offer
The directors of HCI have revised the terms of the offer consideration, whereby
HCI, through Mercanto is now offering, subject to the fulfilment of certain
conditions precedent, to acquire all (or part) of the offer shares, in return
for one of the following alternate forms of offer consideration per Johnnic
ordinary share (`offer consideration`):
* cash consideration; or alternatively
* share consideration;
subject to the adjustment for an amount equal to any distributions, dividends or
other payments of any nature whatsoever declared or made by Johnnic to Johnnic
shareholders in respect of any offer share on or after 1 July 2005 but prior to
the date upon which the offer shares are registered in the name Mercanto
(`interim Johnnic distributions`).
3.1 Cash consideration
Johnnic ordinary shareholders that elect to receive their offer consideration in
cash will receive cash of 975 cents per Johnnic ordinary share, subject to
adjustment for any interim Johnnic distributions.
3.2 Share consideration
Johnnic ordinary shareholders that elect to receive their offer consideration in
terms of the share consideration election will be entitled to receive one HCI
ordinary share (`HCI consideration shares`) issued for every 2,821 Johnnic
ordinary shares tendered, subject to adjustment for any interim Johnnic
distributions.
A maximum of 15,0 million HCI consideration shares at a price of 2 750 cents per
share, will be issued to Johnnic shareholders electing the share consideration
election. If more than 42,3 million Johnnic ordinary shares are tendered (which
will equate to 15 million HCI consideration shares x 2,821), such Johnnic
shareholder will receive a pro rata number of HCI consideration shares and the
balance of the offer consideration shall be settled in cash. Any fractional
amount will be settled in cash.
4. Conditions precedent
The offer is subject to the fulfilment of the conditions that the Competition
Authorities and the Gaming Authorities approve the offer, to the extent
required.
5. Offer document
An offer document containing further information regarding the offer has been
posted to shareholders of Johnnic on 1 August 2005 in terms of Rule 27.1 of the
SRP Code.
6. Salient dates and times for the offer
2005
Circular made available to Johnnic Monday, 1 August 2005
shareholders
Opening date of the offer Monday, 1 August 2005
Last day for Johnnic shareholders to trade Five business days prior to
on the JSE to participate in the offer the closing date
Shares trade ex the right to participate in Four business days prior to
the offer the closing date
Record date on which Johnnic shareholders
must be recorded in the register in order to The closing date
participate in the offer
Closing date of the offer (12:00) The closing date announced
on SENS and/or published in
the press
Results of the offer to be announced on SENS Within one business day of
and in the press the closing date, as
announced on SENS and
within two business days of
the closing date, as
announced in the press
Offer consideration posted to Johnnic
ordinary shareholders, participating in the
offer, (`offer participants`) who have not
dematerialised their Johnnic ordinary shares
(if documents of title are received on or
prior to the closing date):
cash consideration Within five business days
of the date of the
announcement on SENS and/or
in the press that the offer
conditions precedent have
been fulfilled or waived
(in so far as waiver may be
permissible)
share consideration Subject to fulfilment or
waiver (in so far as waiver
may be permissible)of the
offer conditions precedent,
within two business days of
the closing date
Offer consideration credited to the CSDP or
broker, as the case may be, of offer
participants who have dematerialised their
Johnnic ordinary shares and who have
accepted the offer:
cash consideration Within five business days
of the date of the
announcement on SENS and/or
in the press that theoffer
conditions precedent have
been fulfilled or waived
(in so far as waiver may be
permissible)
share consideration Subject to fulfilment or
waiver (in so far as waiver
may be permissible) of the
offer conditions precedent,
within one business day of
the closing date
Anticipated date for the HCI consideration Subject to fulfilment or
shares issued under the offer to be listed waiver (in so far as waiver
on the JSE in the Investment Companies may be permissible) of the
Sector on the JSE list offer conditions precedent,
within one business day of
the closing date
The above dates and times are subject to amendment by HCI, subject to Securities
Regulation Panel and JSE approval. Any such change will be announced on SENS
and/or published in the press.
7. Important information for US shareholders
The offer is not being made directly or indirectly in, or by use of the mails
of, or by any means or instrumentality of interstate or foreign commerce of, or
any facilities of a national securities exchange of, the United States of
America, its territories and possessions, any state of the United States and the
District of Columbia (the `United States`). This includes, but is not limited
to, the post, facsimile transmissions, telex and telephones. Accordingly, copies
of the circular setting out the offer to shareholders of Johnnic and the
accompanying form of acceptance, surrender and transfer and any related
materials (`the circular`) are not being, and must not be, posted or otherwise
distributed or sent in, into or from the United States and so doing will
invalidate any purported acceptance.
The offer shares have not been, nor will they be, registered under the United
States Securities Act of 1933, as amended (the `Securities Act`), or any
securities laws of any state of the United States, and such offer shares are not
and may not be offered, transferred, sold,
re-sold or delivered, directly or indirectly, within the United States or to or
for the account of U.S. Persons (as defined in Regulation S under the Securities
Act), unless an exemption is available.
THIS IS NOT AN OFFER FOR HOLDERS OF AMERICAN DEPOSITARY RECEIPTS RELATING TO
JOHNNIC SHARES
General
The offer does not constitute an offer in or an acceptance from the United
States, the United Kingdom, Canada, Australia, Japan or any other jurisdiction
where the dissemination of the circular or the making of the offer may be
illegal or fails to conform to the laws of such jurisdiction (`Affected
Jurisdiction`). Persons receiving the circular (including custodians, nominees
and trustees) must not distribute, forward, mail, transmit or send it in or into
or from Affected Jurisdictions. Persons in Affected Jurisdictions may not accept
the offer. No person accepting the offer should use the mail of any such
Affected Jurisdiction or any other means, instrumentality or facility in such
Affected Jurisdiction for any purpose, directly or indirectly, relating to the
offer. The relevant clearances have not been, nor wilI they be, obtained from
the securities commission of any province or territory of Canada, nor has any
prospectus in relation to the offer shares been lodged with, or registered by,
any securities authority in Japan, the United Kingdom or the Australian
Securities Commission and such offer shares are not and may not be offered,
transferred, sold, re-sold or delivered, directly or indirectly, within, the
United Kingdom, Canada, Japan or Australia unless an exemption is available. It
shall be the responsibility of any persons resident in a jurisdiction outside of
South Africa to inform themselves about, and observe, any applicable legal
requirements in the relevant jurisdiction.
1 August 2005
Durban
Investment Bank and Advisor
Investec Corporate Finance
Lead sponsor
Ernst & young
Joint sponsor
Investec Bank Limited
Legal Advisor
Sonnenberg Hoffman Galombik
Corporate Advisor
HJS
Date: 01/08/2005 01:04:40 PM
Produced by the JSE SENS Department
