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Gold Edge Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/021085/06)
("Gold Edge" or "the company")
Share code: GLE ISIN: ZAE000016515
DETAILED FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Further to the cautionary announcement dated 14 January 2003, Bridge Capital is
authorised to announce that:
* subject to the conditions precedent detailed in paragraph 5 below, Gold
Edge has entered into an agreement to acquire the entire issued share capital of
Daisy Street Investments 165 (Pty) Limited ("Daisy 165") ("the acquisition") for
approximately R480 million;
* the board of directors have resolved to restructure the share capital of
Gold Edge into linked units, subject to approval of the acquisition; and
* the board of directors of Gold Edge will be re-constituted, following
approval of the acquisition.
2. The acquisition
Daisy 165 has a property portfolio consisting of A, B and C grade retail,
commercial and industrial properties valued at approximately R480 million. The
portfolio will be acquired on a net pre-interest yield of approximately 14.5%.
3. Rationale for the acquisition
The acquisition will result in Gold Edge having a portfolio of properties with a
value of approximately R600 million. This increased portfolio size will
significantly reduce Gold Edge`s exposure to volatility in its present income
stream. The substantially increased market capitalisation of Gold Edge will
result in an enlarged pool of shareholders and an increase in the liquidity of
the shares.
4. Terms of the acquisition
The purchase consideration for the acquisition will be settled in cash and
convertible debentures (q60%) and Gold Edge shares/permanent capital (q40%).
The directors have proposed to restructure the Gold Edge ordinary share capital
into linked units comprising one ordinary share with a par value of 1 cent per
share irrevocably linked to a variable rate unsecured debenture with a nominal
value of 1 cent per debenture, issued at a premium of 198 cents.
The acquisition will not result in a change of control in Gold Edge as no
shareholder will own 35% or more of the linked units in issue.
5. Conditions precedent
The acquisition is conditional upon the fulfilment of the following material
conditions precedent:
* securing the necessary finance in respect of the cash portion of the
purchase consideration;
* satisfactory completion of a due diligence investigation into Daisy 165 and
its property portfolio;
* all requisite regulatory approvals, including, to the extent necessary, the
approval of the JSE Securities Exchange South Africa ("JSE") and Securities
Regulation Panel;
* approval by Gold Edge shareholders in general meeting for the acquisition;
and
* approval by Gold Edge shareholders in general meeting for the restructuring
of the company`s ordinary shares into linked units.
6. Further cautionary announcement
Gold Edge is in the process of conducting a detailed due diligence investigation
into Daisy 165 and its property portfolio, which is expected to be completed
during March 2003. Upon the satisfactory completion of the due diligence
investigation, Gold Edge will publish an announcement in the press giving
further details of the acquisition including, inter alia, the number of linked
units to be issued to the vendors of Daisy 165, the financial effects of the
acquisition and the salient dates. Shareholders are therefore advised to
continue to exercise caution when dealing in their shares on the JSE until a
further announcement is made.
Johannesburg
23 January 2003
Corporate advisor and sponsor
Bridge Capital
Date: 23/01/2003 02:14:00 PM Produced by the JSE SENS Department
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