| Thu 17 Nov 2005, 16:28 | | HCI - The closing date of the mandatory offer |
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HCI - The closing date of the mandatory offer to Johnnic shareholders
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI & ISIN: ZAE000003257)
("HCI")
Announcement of the closing date of the mandatory offer to Johnnic Holdings
Limited ("Johnnic") shareholders
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 Monday, 1 August 2005 and Friday, 5 August 2005 as well as the
circular ("offer circular") dated Monday, 1 August 2005 detailing the terms of
the mandatory offer ("the offer") extended by HCI, through its wholly-owned
subsidiary, Mercanto Investments (Proprietary) Limited ("Mercanto"), to Johnnic
ordinary shareholders ("Johnnic shareholders"), other than HCI or its
subsidiaries, to acquire the remainder of the issued ordinary shares in the
capital of Johnnic not owned by HCI and its subsidiaries ("offer shares").
2. Terms of the offer
In terms of the offer HCI, through Mercanto, is offering subject to the
fulfilment of the condition precedent set forth in paragraph 4 below ("offer
condition precedent"), to acquire all (or part) of the offer shares, in return
for an offer consideration of 1 070 cents per offer share ("offer
consideration"), settled at the election of the Johnnic shareholder in question
for either:
* the cash consideration; or alternatively
* the 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 of Mercanto
("interim Johnnic distributions").
2.1 Cash consideration
Johnnic shareholders electing to receive their offer consideration in cash will
therefore receive cash of 1 070 cents per offer share, subject to adjustment for
any interim Johnnic distributions.
2.2 Share consideration
Johnnic shareholders electing to receive their offer consideration in terms of
the share consideration election will be entitled to receive one HCI share
issued for every 2,57 offer shares tendered, subject to adjustment for any
interim Johnnic distributions. A maximum of 15 million HCI shares will be
issued to Johnnic shareholders in terms of the share consideration election at a
price of 2 750 cents per HCI share.
If more than 38.6 million offer shares are tendered (which will equate to 15
million HCI shares x 2,57), each Johnnic shareholder electing to receive the
offer consideration in terms of the share consideration election will receive a
pro rata number of HCI shares and the balance of the offer consideration shall
be settled in cash, subject to adjustment for any interim Johnnic distributions.
Any fractional amount will be settled in cash.
The Johnnic shareholders are referred to the offer circular and the 5th of
August 2005 announcement for the full terms of the offer and related
information.
3. Closing date of the offer
The offer circular provides that the closing date of the offer, beyond which the
offer will not extend, will be announced on SENS and in the press, after
requisite approval from the Securities Regulation Panel ("SRP"), at least 14
days prior to the closing date. It is hereby announced that the offer closing
date for acceptance of the offer is 12:00,Friday, 2 December 2005. Accordingly
the offer shall close for acceptance at 12:00 on Friday, 2 December 2005, and
may not be accepted after this date. There will be no extension of this closing
date. Johnnic shareholders that wish to accept the offer must accordingly do so
(in the manner stipulated in the offer circular) by not later than this date.
Johnnic shareholders are reminded that they cannot trade in any Johnnic shares
that they have tendered in terms of the offer. The payment of the offer
consideration will be made to Johnnic shareholders after the fulfilment of the
offer condition precedent as detailed in paragraphs 4 and 5 below.
4. Conditions precedent
The offer circular states that 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".
The offer does not require the approval of the Gaming Authorities (as defined in
the offer circular). Depending on the level of acceptances procured under the
offer, HCI may be required to make application to such Gaming Authorities
subsequent to the implementation of the offer for their approval of the
continued retention of the shares in Johnnic, acquired by Mercanto under the
offer. Accordingly, the only outstanding condition precedent to the offer is the
approval of the offer by the Competition Authorities.
On 4 November 2005, the Competition Commission recommended to the Competition
Tribunal that the merger between HCI and Johnnic be unconditionally approved.
The Competition Tribunal has set this matter down for hearing on Tuesday, 6
December 2005.
Therefore, the offer will remain conditional until the date of the approval of
the merger by the Competition Authorities, to the extent required ("fulfilment
date"). The decision of the Competition Tribunal will be announced on SENS and
in the press as soon as it has been notified to HCI.
5. Revised salient dates and times
2005
Last day for Johnnic shareholders to trade on the Friday, 25 November 2005
JSE to participate in the offer
Shares trade ex the right to participate in the Monday, 28 November 2005
offer
Record date on which Johnnic shareholders must be Friday, 2 December 2005
recorded in the register in order to participate
in the offer
Closing date of the offer (12:00) Friday, 2 December 2005
Results of the offer to be announced on SENS and Within one business day
in the press of 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 condition
precedent has been
fulfilled
* share consideration * Within two business
days of the date of the
announcement on SENS
and/or in the press that
the offer condition
precedent has been
fulfilled
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
the offer condition
precedent has been
fulfilled
* share consideration * Within one business
day of the date of the
announcement on SENS
and/or in the press that
the offer condition
precedent has been
fulfilled
Anticipated date for the HCI consideration shares Within one business day
issued under the offer to be listed on the JSE in of the fulfilment of the
the Investment Companies Sector on the JSE list offer condition
precedent
6. Important information for foreign shareholders
As indicated in the offer circular, 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 information or the
making of the offer may be illegal or fails to conform to the laws of such
jurisdiction ("Affected Jurisdiction"). Persons in Affected Jurisdictions may
not accept the offer. This is not an offer for holders of American Depository
Receipts relating to Johnnic shares.
17 November 2005
Durban
Investment Bank and Advisor
Investec Corporate Finance
Lead sponsor
Ernst & Young Sponsors
Joint sponsor
Investec Bank Limited
Legal Advisor
Sonnenberg Hoffman Galombik
Corporate Advisor
HJS
Date: 17/11/2005 04:28:13 PM Produced by the JSE SENS Department
