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TMT
TMT
Trematon Capital Investments Limited - Acquisition Announcement
TREMATON CAPITAL INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/008691/06)
Share code: TMT & ISIN: ZAE000013991
("Trematon" or "the company")
* ACQUISITION BY TREMATON OF A 55.6% INTEREST IN SHOPS FOR AFRICA LIMITED (IN
LIQUIDATION)
* MANDATORY OFFER BY TREMATON TO THE MINORITY UNITHOLDERS OF SHOPS FOR AFRICA
LIMITED TO ACQUIRE THEIR LINKED UNITS
1. INTRODUCTION
Trematon shareholders are hereby notified that the company has acquired 40 070
722 linked units (55.6%) in Shops for Africa Limited ("Shops for Africa") for a
total purchase consideration of R4.2 million ("the acquisition"). This equates
to an average price paid of 10.5 cents per Shops for Africa linked unit, with
the maximum purchase price being 14 cents per Shops for Africa linked unit.
In terms of the Securities Regulation Code on Takeovers and Mergers ("the
Code"), the acquisition constitutes an "affected transaction" and Trematon is
obliged to extend an offer to Shops for Africa minority unitholders to acquire
their Shops for Africa linked units on terms and conditions no less favourable
than those applicable to the acquisition.
2. THE OFFER
2.1 Terms of the offer
Trematon will extend an unconditional irrevocable offer to the Shops for Africa
minority unitholders to acquire all or any of their Shops for Africa linked
units for a cash consideration of 15 cents per linked unit ("the offer").
2.2 Rationale for the acquisition and intention regarding Shops for Africa
Shops for Africa"s listing on the JSE Limited was suspended on 24 May 2004,
pending the finalisation of the members" voluntary liquidation process.
The rationale for the acquisition is for Trematon to gain exposure to Shops for
Africa"s remaining assets, being predominantly linked units in ApexHi Properties
Limited.
Trematon intends invoking the provisions of section 440K of the Companies Act,
1973 (Act 61 of 1973), as amended, to compulsorily acquire all the Shops for
Africa linked units from the unitholders who do not accept the offer, should
Shops for Africa unitholders holding in excess of 90% of the minority
unitholding accept the offer.
2.3 Cash confirmation
The SRP has been furnished with written confirmation from Investec Bank Limited
that Trematon has sufficient cash resources and/or facilities to meet its
obligations in terms of the offer.
3. CIRCULAR
A circular to Shops for Africa unitholders, setting out the detailed terms of
the offer and the procedure for acceptance of the offer, will be posted to Shops
for Africa unitholders within 30 days of this announcement.
A further announcement, which will include relevant dates for the implementation
of the offer, will be published on SENS and in the press at the appropriate
time.
Cape Town
8 March 2006
Sponsor
BRIDGE CAPITAL
Date: 08/03/2006 05:00:08 PM Produced by the JSE SENS Department
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