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NOVA - CHANGE OF CONTROL OF EDUTECH AND MANDATORY OFFER
NOVA EDUCATION AND TECHNOLOGY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/006957/06)
Share code: ETH ISIN: ZAE000033270
("Edutech" or " the company")
CHANGE OF CONTROL OF EDUTECH AND MANDATORY OFFER
The transaction
Shareholders of EDUTECH are hereby advised that The Callidus Consortium
("Callidus"), a partnership of private individuals at arm"s length to EDUTECH
and its shareholders has acquired, subject to the conditions precedent set out
below, 85 870 200 EDUTECH shares from the South African Development Foundation
("SAOS") and Swanvest 165 (Pty) Ltd ("Swanvest") at a maximum price of 7 cents
per share (the "change of control"). The acquired shares represent 62,58% of the
issued share capital of EDUTECH. As a result of the transaction, Callidus is
obliged to make a mandatory offer to EDUTECH shareholders in respect of all
EDUTECH shares not currently owned or acquired by it, at a price of 7 cents per
share in terms of the rules of the Securities Regulation Panel ("SRP"). Brink
Bonsma and De Bruyn confirmed to the SRP that Callidus has sufficient capital
available to fund the mandatory offer.
Shareholders are advised that Callidus intends to continue with and expand the
core financial services business of the company and to maintain the company"s
listing on the JSE Securities Exchange South Africa ("JSE").
Background on EDUTECH
EDUTECH is a financial services company listed on the JSE. Its main business
is to provide finance to individuals and institutions predominantly, but not
exclusively, in the education sector.
Conditions precedent
The change of control is subject, inter alia, to the following conditions
precedent:
* The satisfactory completion of a due diligence investigation by Callidus which
investigation will, inter alia, lead to the final calculation of the change of
control price per share;
* The conclusion of an agreement in full and final settlement of all claims on
loan account which the South African Development Foundation and Swanvest 165
(Pty) Ltd have against EDUTECH;
* The approval of the abovementioned settlement agreement by shareholders of
EDUTECH (excluding SAOS and Swanvest) in general meeting;
* The approval of the JSE; and
* The approval of the SRP.
Opinions and recommendations
The directors of EDUTECH who are not related to SAOS or Swanvest have
considered the terms and conditions of the transaction and believe that the
mandatory offer is fair and reasonable and intend to vote in favour of the
ordinary and special resolutions necessary to approve and implement the
transaction.
Financial effects of the transaction
Due to the nature of the transaction being a change in control and a
settlement of all the debt and creditors in EDUTECH resulting in the company
remaining with its current NAV, the transaction will not result in any change to
the financial position of the company either at the earnings per share, net
asset value or net tangible asset value per share level.
Action required
In terms of the JSE Listings Requirements and the relevant provisions of the
Companies Act, 1973, the settlement agreement to be entered into by and between
EDUTECH, Swanvest and SAOS is subject to the sanction of EDUTECH shareholders
excluding SAOS and Swanvest in general meeting.
Circular to shareholders
A circular to shareholders containing, inter alia, the full details of the
settlement agreement as well as the mandatory offer will be posted to
shareholders within 28 days of this announcement.
Pretoria
8 December 2003
Corporate adviser
RIVER GROUP
Attorneys
BRINK BOSMA & DE BRUYN
Sponsor
RIVER GROUP
Date: 08/12/2003 04:04:06 PM Produced by the JSE SENS Department
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