| Mon 13 Feb 2006, 7:00 | | Basil Read Holdings Limited - Detailed Offer Annou |
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BSR
BSR
Basil Read Holdings Limited - Detailed Offer Announcement
BASIL READ HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1984/007758/06)
(Share code: BSR ISIN: ZAE000029781)
("Basil Read" or "the Company")
DETAILED OFFER ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the announcement dated 15 December 2005, in which
it was announced that, inter alia, Metallon Ventures (Pty) Limited and Amabubesi
Investments (Pty) Limited (collectively "the BEE Consortium") had acquired 28
607 762 Basil Read shares from Bouygues Travaux Publics ("Bouygues"),
representing a 51.9% interest in the Company ("the acquisition").
In terms of the Securities Regulation Code on Take-Overs and Mergers ("the
Code") and the Rules of the Securities Regulation Panel ("SRP"), a mandatory
offer must be made by the BEE Consortium to Basil Read shareholders("the
minority shareholders"), to acquire all of their Basil Read shares ("the offer
shares") at the offer price ("the offer"). Bouygues has undertaken not to
accept the offer in respect of its remaining 18.7% shareholding in Basil Read.
2. THE OFFER
TERMS OF THE OFFER
The BEE Consortium hereby irrevocably offers to acquire all of the offer shares
at an offer price of 82 cents per Basil Read share ("the offer consideration").
The offer price, being the price at which the acquisition was concluded, was
based on the average closing price on the JSE Limited ("JSE") of a Basil Read
share for the 30 day period ending 31 May 2005, being the date that agreement in
principle was reached between the parties.
INTENTION REGARDING THE LISTING OF BASIL READ
The BEE Consortium has no intention to invoke the provisions of section 440K of
the Companies Act, 1973 (Act 61 of 1973), as amended and therefore Basil Read
will remain listed on the JSE for the foreseeable future.
CASH CONFIRMATION
The SRP has been furnished with written confirmation from Nedbank that the BEE
Consortium has sufficient cash resources and/or facilities to meet its
obligations in terms of the offer.
3. RATIONALE FOR THE OFFER
The BEE Consortium"s strategic objective is to increase their exposure to the
fast-growing construction industry in Southern Africa, and to assist Basil Read
in becoming a Black-owned enterprise which will assist the Company with its
overall weighted average BEE scorecard.
4. OFFER UNCONDITIONAL
All conditions precedent have been met, and therefore the offer is
unconditional.
5. PRO FORMA FINANCIAL INFORMATION
Set out below are the unaudited pro forma financial effects of the offer for the
minority shareholders who accept the offer, based on the reviewed financial
results of Basil Read for the year ended 31 December 2005.
Before After Percentage
the the change
offer offer
(cents) (cents)
Market value per share 297.14 82.00(2) (72.4)%
(1)
Earnings per share 45.31(3) 6.15(5) (86.4)%
Headline earnings per 42.71(3) 6.15(5) (85.6)%
share
Net asset value per 60.37(4) 82.00 35.8%
share
Net tangible asset 60.37(4) 82.00 35.8%
value per share
Notes:
1. Being the weighted average Basil Read share price for the five days prior
to the publication on SENS of the announcement of the introduction of a Black
Economic Empowerment shareholder on 23 September 2005.
2. The offer consideration is 82 cents per share.
3. Being Basil Read"s reported earnings per share and headline earnings per
share for the year ended 31 December 2005.
4. Being Basil Read"s reported net asset value per share and net tangible
asset value per share at 31 December 2005.
5. Based on the assumption that the offer consideration of 82 cents per share
had been invested to earn an average after-tax return of 7.5% during the 12
months ended 2005.
6. No account has been taken of Capital Gains Tax in the calculation of the
pro forma financial effects of the offer on the minority shareholders shown in
the table above.
6. OPINIONS AND RECOMMENDATIONS
Bridge Capital Services (Pty) Limited ("Bridge Capital"), the independent
professional expert, has advised the independent director of Basil Read (having
no interest in the offer) that it has considered the terms of the offer, and is
of the opinion that the offer is unfair to the minority shareholders.
The independent director of Basil Read has considered the terms and conditions
of the offer, and the advice of Bridge Capital, and is of the opinion that the
terms of the offer are not fair to the minority shareholders. Accordingly, the
independent director recommends that the minority shareholders do not accept the
offer.
7. SALIENT DATES AND TIMES
2006
Opening of the offer (09:00) Monday, 13 February
Last day to trade Friday, 3 March
Shares trade "ex" offer Monday, 6 March
Record date / closing date of the Friday, 10 March
offer (12:00)
Results of the offer to be released Monday, 13 March
on SENS
Results of the offer to be published Tuesday, 14 March
in the press
CSDP or broker accounts to be Within five business days
updated and credited of the receipt by the
transfer secretaries of
valid acceptance of the
offer
Cheques to be posted to certificated Within five business days
shareholders who have accepted the of receipt of the valid
offer and submitted their documents acceptance of the offer
of title before the closing date
Notes:
1. The above dates are subject to amendment. Any such amendment will be
published on SENS and in the press.
2. Dematerialised shareholders are required to notify their duly appointed
CSDP or broker, as the case may be of their intention to accept the offer in the
manner and time stipulated in the agreement governing the relationship between
the shareholder and his/her CSDP or broker.
3. Shares may not be dematerialised or rematerialised between Monday, 6 March
2006 and Friday, 10 March 2006, both days inclusive.
4. In the case of a dematerialised shareholder, payment will be made by
crediting his/her account at the CSDP or broker, as the case may be as agreed to
between the shareholder and the CSDP or broker.
5. In the case of a certificated shareholder, such payment will be made by
cheque or deposited directly into the shareholder"s bank account, whichever the
shareholder may instruct, at the risk of the shareholder concerned.
8. DOCUMENTATION
A circular setting out the detailed terms of the offer will be posted to
shareholders today, Monday, 13 February 2006.
9. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Basil Read minority shareholders are referred to the previous cautionary
announcements dated 23 September, 7 November and 15 December 2005 and are
advised that as a detailed offer announcement and circular have now been
published and posted, caution is no longer required when dealing in your Basil
Read shares.
BOKSBURG
13 February 2006
Corporate Advisor to the BEE Consortium Corporate Advisor and Sponsor to Basil
Read Holdings
Vunani Capital (Pty) Limited Bridge Capital Services
(Pty) Limited
Sponsor to the BEE Consortium Independent Advisor to Basil Read Holdings
LPC Manhattan Moela (Pty) Limited Bridge Capital Services
(Pty) Limited
Date: 13/02/2006 07:00:10 AM Produced by the JSE SENS Department
