| Thu 24 Nov 2005, 14:56 | | Zeltis - A mandatory offer by Corvus Capital Inc. |
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Zeltis - A mandatory offer by Corvus Capital Inc. and continuing cautionary
ZELTIS HOLDINGS LIMITED
(Registration No: 1946/0021141/06)
("Zeltis")
JSE CODE: ZLT
ISIN CODE: ZAE000037297
CORVUS CAPITAL INC.
(Company number 367829)
("Corvus")
AIM CODE: CVS
ISIN CODE: VGG2440D1087
A MANDATORY OFFER BY CORVUS CAPITAL INC. AND CONTINUING CAUTIONARY
Imara Corporate Finance South Africa (Pty) Limited is authorised to announce the
following:
Mandatory Offer to Acquire all the Issued Shares of Zeltis
Further to the announcement made on Friday, 5 August 2005, Corvus, a company
listed on the Alternative Investment Market of the London Stock Exchange and
incorporated in the British Virgin Islands, has acquired 50.1% of the
consolidated issued share capital in Zeltis, at a price of R0.005 (one-half of
one cent), from the following shareholders:
Shareholder Percentage of Number of
shareholding shares
tendered
Dennis Hellmann Family 44.4% 36 455 981
Trust 3.4% 2 800 000
SIS Segaintersettle AG 2.3% 1 850 500
RN McLeod and Equity
International (Pty) Ltd
Total 50.1% 41 106 481
This constitutes an affected transaction in terms of section 440A (1) of the Act
and results in a mandatory offer in terms of Rule 8.1 of the Securities
Regulation Panel"s ("SRP") code on Take-overs and Mergers. As such, Corvus will
irrevocably offer to purchase from the Zeltis shareholders, free of all costs to
them, all or part of the consolidated shares held by them. The price offered for
each consolidated share is R0.005 (one-half of one cent) payable in cash in the
currency of South Africa.
It is the intention of Corvus to continue the listing of Zeltis on the JSE
Limited ("JSE"), and in this regard Corvus will take the necessary steps to
ensure Zeltis" compliance with the JSE Listings Requirements after
implementation of the mandatory offer.
Proposed Corporate Actions
It is proposed that a general meeting of Zeltis shareholders will be held, the
date of which is still to be announced, at which meeting the resolutions to
consolidate and increase the share capital, and thereafter change the name of
Zeltis, will be proposed.
Disposal of Business
A Put and Call option agreement is in the process of being agreed between Zeltis
and RN McLeod, in terms of which RN McLeod or his nominee will, if the option is
exercised, acquire all of Zeltis" assets and liabilities, contingent or
otherwise for an amount of R250 000 (two hundred and fifty thousand rand). The
exercise of the Put and Call option is subject to the rules and regulations of
the SRP and JSE.
Financial Effects of the Corvus Offer and the Disposal
The table below, which has been prepared for illustrative purposes only, sets
out the financial effects on a shareholder holding one hundred consolidated
Zeltis shares who accepts the Corvus Offer, had the transaction occurred at the
beginning of the 12 month period ended 30 June 2005.
Per 100 Zeltis Don"t Accept Accept the % Change
shares the Corvus Corvus Offer
Offer (Cents)
(Cents)
Net asset value (540.8)(a) 50(c) 109.2
Net tangible (540.8)(a) 50(c) 109.2
asset value
Profit/(loss) 473.6(b) 1.5(d) (99.7)
Headline (509.6)(b) 1.5(d) 100.3
(loss)/profit
Notes:
(a) Based on the latest published audited balance sheet of Zeltis at 30 June
2005.
(b) Based on the latest published audited results of Zeltis for the 12 months
ended 30 June 2005.
(c) Based on the Corvus mandatory offer price of 50c (fifty cents) per 100
consolidated shares.
(d) Represents the after-tax yield that a shareholder would have earned had an
amount equivalent to the Corvus mandatory offer price of 50c (fifty cents) per
100 consolidated shares been invested at a call rate of 5%, for the 12 months
ended 30 June 2005, at a marginal tax rate of 40%.
Proposed Rights Offer
In order to provide funds for the continued listing expenses, as well as for
future growth and expansion, Corvus will provide Zeltis with working capital
through an interest free loan which may be converted to equity, at par, in terms
of a rights offer to be proposed in the future. The details and salient dates of
such proposed rights offer will be announced on SENS and in the press and
separately circulated in due course. It is anticipated that the issue price of
such rights offer will be at a price of 5 cents (five cents) per consolidated
share.
Circular
The mandatory offer document and circular to shareholders incorporating the
information relating to items 1 and 2 above is in the process of being drafted
and will be dispatched to shareholders in due course.
Continuing Cautionary Announcement
Shareholders are strongly advised to continue to exercise caution when dealing
in their Zeltis shares on the JSE.
Johannesburg
24 November 2005
Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
Date: 24/11/2005 02:56:10 PM Produced by the JSE SENS Department
