| Mon 5 Dec 2005, 14:36 | | HCI - Results of the mandatory offer to the shareh |
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HCI - Results of the mandatory offer to the shareholders of Johnnic Holdings
Limited ("Johnnic")
Hosken Consolidated Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI ISIN: ZAE000003257)
("HCI")
Results of the mandatory offer to the shareholders of Johnnic Holdings
Limited ("Johnnic")
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, Friday, 5 August 2005 and
Thursday, 17 November 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 ("the offer shares").
2. Results of the offer
HCI is pleased to announce that as at 12:00 p.m. (South African time) on
Friday, 2 December 2005, the closing date of the offer, valid acceptances
of the offer had been received in respect of 11 082 782 offer shares
representing approximately 6.7% of the entire issued share capital of
Johnnic. Of the 11 082 782 valid acceptances, 157 557 offer shares were
tendered in terms of the cash consideration election, and 10 925 225 offer
shares were tendered in terms of the share consideration election. Johnnic
shareholders who elected to receive their offer consideration in terms of
the share consideration election detailed in the offer circular will be
receiving the maximum allocation of one HCI share issued for every 2.57
offer shares tendered. As a result HCI will issue 4 251 060 ordinary shares
in terms of the share consideration election.
Settlement of the offer consideration in terms of the offer is subject to
the fulfilment of the condition precedent set out in paragraph 3 below
("the condition precedent"), after which the offer consideration will be
settled in terms of the timetable detailed in the SENS announcement dated
Thursday, 17 November 2005.
In addition, as previously announced, HCI, through Mercanto, currently owns
approximately 39.8% of the ordinary shares in Johnnic. Accordingly, subject
to the fulfilment of the condition precedent, HCI will own approximately
46.5% of the entire issued share capital of Johnnic.
3. Condition precedent
Shareholders are reminded that the offer is subject to the fulfilment of
the condition precedent that the Competition Authorities approve the offer,
to the extent required.
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.
The offer will remain conditional until the date of the approval of the
merger by the Competition Authorities. 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 December 2005
Durban
Investment Lead sponsor Joint sponsor Legal Advisor Corporate
Bank and Advisor
Advisor
Investec Ernst & Young Investec Bank Sonnenberg HJS
Corporate Limited Hoffmann Galombik
Finance
Date: 05/12/2005 02:36:29 PM Produced by the JSE SENS Department
