| Wed 21 Sep 2005, 16:02 | | Cape Empowerment Trust Limited - Announcement Of F |
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Cape Empowerment Trust Limited - Announcement Of Firm Intention To Make Offer
Cape Empowerment Trust Limited
(Incorporated in the Republic of South Africa)
Registration number 1998/014606/06
JSE share code: CAE ISIN: ZAE000016952
(`CET`)
FIRM INTENTION BY CET TO MAKE AN OFFER FOR ALL THE ISSUED ORDINARY SHARES IN
SANCINO PROJECTS LIMITED (`SANCINO`) AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction and Rationale
1.1 Further to CET`s cautionary announcement dated 25 February 2005, CET
shareholders are advised that CET has, on Friday, 16 September 2005,
presented to the board of directors of Sancino a firm intention to make a
conditional offer for the purchase of all the issued ordinary shares in
Sancino (`the intended offer`).
1.2 Sancino Projects Limited is an unlisted Western Cape based empowerment
company. Sancino`s principal assets are Sancino Litho (Proprietary)
Limited, which conducts a printing business, and a 13% interest in Grand
Parade Investments Limited (`GPI`) which holds minority interests in
certain Western Cape based gaming and leisure assets, including the
GrandWest Casino and the Table Bay Hotel.
1.3 CET believes that Sancino has solid assets, that the interest in GPI in
particular is of strategic significance, and CET wishes to obtain an
investment exposure to such assets by acquiring ordinary shares in Sancino.
CET believes that it can add value to Sancino and its assets, and intends
to work with Sancino`s directors and shareholders in order to realise this
goal.
1.4 The intended offer should also result in a further broadening of CET`s
black shareholder base.
2. Terms of the Intended Offer
CET proposes to offer to acquire up to 100% of the issued ordinary shares
in Sancino by way of an offer in terms of section 440A of the Companies
Act, 1973, for a consideration of 7 CET ordinary shares, listed on the JSE
Limited (`JSE`), for every 1 Sancino ordinary share sold.
3. Conditions Precedent
3.1 The intended offer will be subject to CET receiving acceptances in respect
of not less than 30% of the Sancino ordinary shares in issue, or such
lesser percentage as CET may decide to accept.
3.2 The intended offer will be subject to, inter alia, the further conditions
precedent that there are obtained all such approvals of CET shareholders
and the requisite authorities, including the Securities Regulation Panel
(`SRP`) and the JSE, either unconditionally or subject to such conditions
as CET may be reasonably able to fulfil, as may be necessary for the
implementation thereof.
4. Existing Holdings
Subject to the sale of approximately 10% of the ordinary shares in Sancino
in terms of a transaction between CET and Sanlam Life Assurance Company
Limited (`Sanlam`), which transaction has not yet been implemented, CET
does not currently own, control, or hold any options over, any issued
shares in Sancino.
5. Proposed further transactions
5.1 It is CET`s intention that, should the intended offer be successful,
Sancino should as soon as practically possible thereafter undertake a non-
renounceable rights offer in order to raise a sufficient amount of new
capital in order to redeem or assist in redemption of all or a significant
portion of certain preference shares in Sancino currently held by Sanlam.
5.2 It is CET`s current intention to follow its rights under such rights offer,
and that this may result in a further increase in its shareholding in
Sancino.
6. Documentation and Further Cautionary Announcement
6.1 An offer circular to Sancino shareholders providing details of the offer
will be posted following receipt of the necessary approvals of the
regulatory authorities.
6.2 Until such time as a further detailed announcement is published, CET
shareholders are advised to exercise caution when dealing in CET shares.
Cape Town
20 September 2005
Sponsor
Sasfin Corporate Finance
A division of Sasfin Bank Limited
Legal advisor
Hofmeyr Herbstein & Gihwala Inc
Date: 21/09/2005 03:32:30 PM
Produced by the JSE SENS Department
