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Seardel Investment Corporation Limited - Specific Repurchase Of Seardel Shares
And "N" Shares - Detailed Cautionary Announcement
Seardel Investment Corporation Limited
Registration no. 1968/011249/06
Share Code: SER ISIN Code: ZAE000029815
Share Code: SRN ISIN Code ZAE000030144
("Seardel")
SPECIFIC REPURCHASE OF SEARDEL SHARES AND "N" SHARES - DETAILED CAUTIONARY
ANNOUNCEMENT
INTRODUCTION
Seardel has agreed, subject to the conditions set out below, to repurchase
(either directly or through one or more of its wholly-owned subsidiaries) 1 619
419 Seardel ordinary shares and 20 706 993 Seardel "N" ordinary shares ("the
Seardel shares") from Daun & Cie AG ("the seller").
TERMS
The purchase consideration for the Seardel shares is R4.50 per share, which is
at a:
* 0.02% discount to the volume weighted average traded price at which the
Seardel ordinary shares traded for the five trading days immediately preceding 4
November 2005, being the date on which the agreement to effect the repurchase
was concluded; and
* 4.39% premium to the volume weighted average traded price at which the Seardel
"N" ordinary shares traded for the five trading days immediately preceding 4
November 2005.
The total purchase consideration for the Seardel shares is R100 468 854.
Interest at the prime rate will be paid on the total purchase consideration from
1 January 2006 until the date of payment.
Seardel (or its wholly-owned subsidiary or subsidiaries) will acquire the
Seardel shares cum the dividend to be paid to Seardel shareholders on 21
November 2005. Accordingly, the seller is required to refund to Seardel its
portion of the dividend amount that will be paid to Seardel shareholders on 21
November 2005.
Seardel (or its wholly-owned subsidiary or subsidiaries) will acquire the
Seardel shares immediately after the requisite shareholder approval is obtained
in respect of the repurchase. To the extent the Seardel shares are acquired by
Seardel, the Seardel shares will be cancelled and their listing terminated.
CONDITIONS
The repurchase is a specific repurchase and as such is subject to approval being
given at the general meeting referred to below in terms of a special resolution
by Seardel shareholders, other than the seller and its associates.
The repurchase is subject to compliance by Seardel with all regulatory
requirements including, without limitation, the rules of the JSE Limited and all
relevant provisions of the Companies Act 61 of 1973.
FINANCIAL EFFECTS ON SEARDEL AND CAUTIONARY ANNOUNCEMENT
The financial effects of the repurchase on the earnings per share, headline
earnings per share, net asset value per share and tangible net asset value per
share in respect of the Seardel shares will be published in due course.
Shareholders are advised to exercise caution when dealing in the company"s
securities until this information is published.
CIRCULAR AND GENERAL MEETING
Seardel will issue a circular in due course to its shareholders setting out the
details of the specific repurchase and including a notice convening a general
meeting for the purpose of considering and, if deemed fit, approving all
resolutions necessary to implement the specific repurchase.
Cape Town
7 November 2005
Corporate advisor and sponsor to Seardel
Java Capital (Proprietary) Limited
Legal Advisor to Seardel
Sonnenberg Hoffmann Galombik
Date: 07/11/2005 04:25:26 PM Produced by the JSE SENS Department
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