| Tue 8 Nov 2005, 16:15 | | Mathomo Group Limited - Disposal |
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Mathomo Group Limited - Disposal, Offer To Repurchase Securities, Proposed
Termination Of Listing And Withdrawal Of Cautionary
MATHOMO GROUP LIMITED
(Registration Number. 1995/004783/06)
Share Code: MTO
ISIN Code: ZAE000037214
("Mathomo" or the "company")
DISPOSAL, OFFER TO REPURCHASE SECURITIES, PROPOSED TERMINATION OF LISTING AND
WITHDRAWAL OF CAUTIONARY
Mathomo shareholders are referred to the announcement published on SENS on 20
October 2005 in which shareholders were advised of the disposal by Mathomo of
its personal protective equipment business known as Select PPE to a wholly-owned
subsidiary of Mine Safety Appliances Company (the "disposal") and that the
directors were considering, after the successful implementation of the disposal,
the termination of the listing of Mathomo securities on the JSE Limited ("JSE").
DE-LISTING
Java Capital is authorised to announce that, subject to the requisite
shareholder approval being obtained at the general meeting of shareholders
referred to below, the company proposes that the listing of its securities from
the JSE be terminated ("the de-listing"). In order to afford minorities an exit
opportunity, the company will offer to repurchase its ordinary shares
("shares")from those of its shareholders who elect to accept the offer ("the
repurchase" or "the offer") at the offer consideration referred to below. In
compliance with Section 1.15 of the JSE Listings Requirements, Mineworkers
Investment Company (Proprietary) Limited ("MIC") and its associates will not
vote on the ordinary resolution approving the de-listing.
RATIONALE
The board of directors of Mathomo ("the board") has considered the following
factors with regard to the proposed de-listing:
* following the disposal, Mathomo will comprise only its immovable properties,
the Alsafe business and M Stores (being divisions of Mathomo);
* the company does not comply with the shareholder spread requirements of the
JSE and the company"s shares trade at low levels on the JSE; and
* the company does not expect to raise any significant capital in the
foreseeable future.
Accordingly, the board considers that the costs and management time required for
it to remain listed are disproportionate to the benefits of being a listed
entity. The board proposes that the listing of Mathomo shares on the JSE be
terminated.
The repurchase will afford shareholders the alternative of a cash exit.
THE OFFER CONSIDERATION
The consideration payable upon the repurchase is 47 cents per share, which will
be funded out of available cash resources. In addition, a further amount will
become payable to all Mathomo shareholders recorded as such on the shareholder
register on the closing date of the offer, whether or not they elect to accept
the offer, of any net proceeds to be derived as a result of additional
recoveries achieved by Mathomo from the estate Duchini (Proprietary) Limited,
further details of which will be set out in the circular to Mathomo shareholders
referred to below.
The company expects to obtain irrevocable undertakings not to accept the offer
from certain of its shareholders, with the result that the maximum number of
shares which are to be acquired by the company pursuant to the offer is expected
to be 4 604 984 shares constituting approximately 10% of the company"s current
issued shares. The maximum consideration payable by the company to shareholders
who accept the offer would therefore be R2 164 342. All of the shares acquired
pursuant to the offer will be delisted and cancelled. Those shareholders who do
not accept the offer will remain shareholders in the unlisted company.
The company has appointed PKF (Jhb) Inc. as independent expert, who has
determined that the terms of the offer are fair and reasonable.
CIRCULAR, GENERAL MEETING AND SALIENT DATES
Full details of, inter alia, the disposal, the offer and the de-listing,
including salient dates pertinent thereto, are set out in a circular to
shareholders which, subject to JSE and SRP approval, is to be posted on or about
Wednesday, 23 November 2005. The circular contains notice of the general
meeting, to be held at 11h00 on Monday, 19 December 2005 at the offices of
Mathomo at Mathomo House, 14 Prolecon Road, Prolecon, Johannesburg.
FINANCIAL EFFECTS OF THE REPURCHASE
The pro forma financial effects of the repurchase on Mathomo shares set out in
the table below have been prepared for illustrative purposes only to provide
information on how the repurchase may have impacted on Mathomo had it been
implemented on 28 February 2005 in respect of the balance sheet and on 1 October
2003 in respect of the income statement. Because of their nature, the pro forma
financial effects may not give a fair reflection of Mathomo"s financial position
after the repurchase or the effect of the repurchase on future earnings.
Pro forma Pro forma Change
before the after the %
repurchase repurchase
but after
the
disposal
Historical earnings per 45.27 (1) 48.25 (2) 7%
share (cents)
Historical headline loss (24.90) (28.98) 16%
per share (cents) (1) (2)
Historical net asset 71.02 (1) 73.10 (3) 3%
value per share (cents)
Historical tangible net 71.02 (1) 73.10 (3) 3%
asset value per share
(cents)
Notes:
1 The historical earnings, historical headline loss, historical net asset
value and historical tangible net asset value per share as set out in the "Pro
forma before the repurchase but after the disposal" column of the table are
based on the pro forma financial effects of the disposal as published on SENS on
20 October 2005 and have been extracted from the column headed "Pro forma after
the disposal" in the table contained in that SENS announcement.
2 The historical earnings and headline loss per share as set out in the "Pro
forma after the repurchase" column of the table have been calculated on the
assumption that the repurchase occurred on 1 October 2003 and that the payment
was made on that day. In addition, an interest cost adjustment on the repurchase
consideration at the company"s average interest rate cost for the 17 months
commencing on 1 October 2003 has been effected.
3 The historical net asset value and historical tangible net asset value per
share as set out in the "Pro forma after the repurchase" column of the table
have been calculated on the assumption that the repurchase occurred on 28
February 2005 and that the repurchase consideration was paid on that date. In
addition, the following adjustments have been made:
* share capital and share premium have been reduced based on the assumption that
shareholders holding a total of 4 604 984 shares accept the offer;
* transaction costs amounting to R220 000 have been charged to operating profit;
* the company"s overdraft has been increased by the repurchase consideration;
and
* a concomitant provision for transaction costs has been raised.
4 It was assumed that there were 47 179 214 Mathomo shares in issue, being
the number in issue as at 28 February 2005 and that 4 604 984 shares are
repurchased resulting in 42 574 230 shares being in issue after the repurchase.
As requested by the JSE, revised pro forma financial effects based on the
interim results for the six months ended 31 August 2005, will be published on
SENS and in the press on or about 1 December 2005.
WITHDRAWAL OF CAUTIONARY
Shareholders are no longer required to exercise caution in their dealings in
shares.
Rosebank
8 November 2005
Corporate advisor and sponsor to Mathomo
Java Capital (Proprietary) Limited
Mathomo"s reporting accountants and auditors
Deloitte & Touche
Chartered Accountants (SA)
Registered Accountants and Auditors.
Legal advisor to Mathomo
MJ King Inc. Attorneys
Debt advisor to Mathomo
Credit Management Solutions (Proprietary) Limited
Independent expert to Mathomo
PKF (Jhb) Inc.
Date: 08/11/2005 04:15:21 PM Produced by the JSE SENS Department
