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GIJ
GIJ
GijimaAst / Guma Investment Holdings - Proposed waiver of mandatory offer
Gijima AST Group Limited
("GijimaAst")
(Incorporated in the Republic of South Africa)
(Registration number 1998/021835/07)
Share code: GIJ
ISIN: ZAE000064606
Guma Investment Holdings (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/002438/07)
Proposed waiver of mandatory offer by Guma to GijimaAst shareholders: Request
for submissions
GijimaAst shareholders are referred to a detailed announcement released on SENS
on 21 December 2005 and published in the press on 22 December 2005, which
informed GijimaAst shareholders that Guma Investment Holdings (Proprietary)
Limited (formerly Gijima Info Technologies Afrika (Proprietary) Limited)
("Guma") had exercised its rights in terms of a share option agreement to
acquire an additional 44,409,958 GijimaAst shares from Kumba Resources Limited
("Kumba") for 30 cents per share. As a result of the exercise of the option,
Guma"s shareholding in GijimaAst has increased from 32.01% to 36.61%.
As Guma"s shareholding has increased to above 35%, a mandatory offer is required
to be extended to the remaining shareholders at 30 cents per GijimaAst share in
terms of the Securities Regulation Code on Take-overs and Mergers ("the Code").
However, as the price at which the GijimaAst shares were acquired from Kumba is
markedly lower than the 30-day volume weighted average price of 70.1535 cents
per GijimaAst share, Guma has applied to the Executive Director of the
Securities Regulation Panel ("the SRP") for a ruling that Guma be exempted from
making a mandatory offer to the remaining GijimaAst shareholders on the basis
that such an offer would be made at a price of 30 cents per GijimaAst share
whilst shareholders are able to trade GijimaAst shares at prices substantially
above this value on the JSE Limited.
Submissions as to why the SRP should not consent to waive the requirement that
Guma extend a mandatory offer to remaining shareholders, as required in terms of
the Code, are to be made in writing so as to be received by the Executive
Director of the SRP by 12:00 on 1 March 2006. Submissions may be faxed to the
SRP on fax number +2711 482 5635 or may be delivered by hand to the SRP at the
following address:
2 Sherborne Road
Parktown
2193
Shareholders will be advised of the outcome of the application.
This announcement will be posted to all GijimaAst shareholders on 7 February
2006.
7 February 2006
Midrand
Sponsor
Standard Bank
Date: 07/02/2006 08:00:08 AM Produced by the JSE SENS Department
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