| Thu 15 Dec 2005, 14:47 | | Mathomo - Disposal |
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Mathomo - Disposal, Offer By Mineworkers Investment Company (Proprietary)
Limited ("Mic") To Purchase The Shares In Mathomo From Mathomo
Shareholders And The Proposed Termination Of Listing Of Mathomo Shares
Mathomo Group Limited
(Registration Number. 1995/004783/06)
Share Code: MTO
ISIN Code: ZAE000037214
("Mathomo" or the "company")
DISPOSAL, OFFER BY MINEWORKERS INVESTMENT COMPANY (PROPRIETARY) LIMITED ("MIC")
TO PURCHASE THE SHARES IN MATHOMO FROM MATHOMO SHAREHOLDERS AND THE PROPOSED
TERMINATION OF LISTING OF MATHOMO SHARES
Shareholders are referred to the announcement published on SENS on 8 November
2005 in which Mathomo shareholders were advised, inter alia, of the disposal by
Mathomo of its business conducted in respect of Select Personal Protective
Equipment ("the PPE business") to MSA Africa (Proprietary) Limited ("the
disposal") and that the company would offer to repurchase ("the repurchase") its
ordinary shares ("shares") from those Mathomo shareholders ("shareholders") who
elect to accept such offer so as to afford minorities an exit opportunity prior
to the termination of the listing of Mathomo shares from the JSE Limited (the
"JSE") (the "de-listing").
Java Capital is authorised to announce that such offer will be replaced by an
offer by MIC to purchase the shares from shareholders (with the possibility that
MIC may invoke an offer in terms of section 440K of the Companies Act No. 61 of
1973, as amended) (the "offer").
Subsequent to the publication of the announcement dated
8 November 2005, the company realising that it would not have the support of
certain of its shareholders in passing the necessary resolution to give effect
to the repurchase, decided to dispense with the implementation of the repurchase
and consequently MIC intends to make the offer.
MIC intends to purchase 4 604 984 shares, being all of the shares of the
shareholders excluding those shareholders which have given irrevocable
undertakings not to accept the offer ("the remaining shareholders"). Such
irrevocable undertakings have been given by Credit Management Solutions
(Proprietary) Limited and The Standard Bank of South Africa Limited.
To the extent that any shareholder does not accept the offer by the date on
which the offer closes being 12 noon on Friday, 17 February 2006, such
shareholder will, after the de-listing, be holding shares in a company that is
not listed on the JSE.
OFFER CONSIDERATION
The consideration payable under the offer has increased to 60 cents per share
from 47 cents per share which was payable in consequence of the repurchase due
to, inter alia, improved performance by the Alsafe and M Stores divisions of the
company. The maximum aggregate offer consideration payable to the remaining
shareholders of R2 762 990,40 will be funded by MIC. The Securities Regulation
Panel ("SRP") has been furnished with proof of confirmation that such amount is
available to satisfy the entire consideration.
In addition a further amount of any net proceeds to be derived as a result of
additional recoveries achieved by Mathomo from the Estate Duchini (Proprietary)
Limited will become payable to the relevant Mathomo shareholders as contemplated
in the circular to Mathomo shareholders referred to below.
THE INDEPENDENT EXPERT"S OPINION ON THE OFFER
The board of directors of the company has briefed an independent expert namely
PKF (Jhb) Inc. to give its advice as to whether or not the terms of, inter alia,
the offer are fair and reasonable to shareholders. Their report, a copy of which
is set out in the circular referred to below, concludes that the terms of the
offer are fair and reasonable to shareholders.
FINANCIAL EFFECTS OF THE OFFER
The table below sets out the financial effects of the offer for the holder of
one Mathomo share who elects to accept the offer:
Before the After the
offer offer Change
(cents) (cents) %
Market value as at
7 November 2005 40.00(1) 60.00(1) 50
Market value - volume
weighted average before
announcement 41.81(2) 60.00(2) 44
Notes:
1 The "Before" column is based on the closing market price of Mathomo on 7
November 2005, being the day prior to the announcement of Mathomo"s
intention to effect the repurchase of its shares from the remaining
shareholders. The "After" column is based on the offer price.
2 The "Before" column is based on the volume weighted average market price of
Mathomo for the 30 day trading period ending 7 November 2005. The "After"
column is based on the offer price.
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 the circular which has
been posted to shareholders today (the "circular"). The circular contains a
notice of the general meeting to be held at 11h00 on Tuesday, 10 January 2006 at
the offices of Mathomo, Mathomo House, 14 Prolecon Road, Prolecon, Johannesburg,
2001 ("the general meeting").
Shareholders are advised that Mathomo"s interim results for the six months ended
31 August 2005 ("Mathomo"s interim results"), the results relating to the PPE
business for the six months ended 31 August 2005 as well as the pro forma
financial effects of disposal based on the Mathomo interim results will be
published on SENS and in the press prior to the general meeting.
Rosebank
15 December 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: 15/12/2005 02:47:48 PM Produced by the JSE SENS Department
