| Thu 23 Mar 2006, 14:12 | | Metrofile - Firm Intention Announcement |
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MFL
MFL
Metrofile - Firm Intention Announcement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
Metrofile Holdings Limited
(Formerly MGX Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN: ZAE000061727
("Metrofile Holdings")
FIRM INTENTION ANNOUNCEMENT OF THE OFFER TO EC-HOLD LIMITED SHAREHOLDERS AS AT
11 OCTOBER 1999
1. Introduction
Shareholders of EC-Hold Limited ("EC-Hold") ("EC-Hold shareholders"), a company
which has been delisted, de-registered and liquidated, are advised that
Metrofile Holdings, in accordance with an agreement ("the agreement") reached
with the Securities Regulations Panel ("the SRP"), has agreed to make an offer
("the offer") to all EC-Hold shareholders as at 11 October 1999 ("the offerees")
to purchase their shares ("the offer shares") for a cash consideration of R2.40
per ordinary share of 1 cents each in the share capital of EC-Hold ("EC-Hold
share"), payable against delivery of their documents of title in respect of
these shares.
2. Rationale for the offer
On 18 March 2002, the SRP ruled that Metrofile Holdings acted in concert with
the Mandy Rebecca Price Trust ("MRP Trust"), to conclude an affected transaction
by purchasing EC-Hold shares in the market ("the affected EC-Hold shares"), thus
increasing the combined stake beyond the 35% level at which an offer to
minorities is triggered in terms of the Securities Regulation Code on Takeovers
and Mergers ("SRP ruling").
Metrofile Holdings and the MRP Trust disputed the finding. Metrofile Holdings
has at all times maintained its position that there was no concert party
activity and denied the complaints laid. The SRP thus instituted an action in
the High Court of South Africa ("SRP action") against Metrofile Holdings and
eight others ("the SRP defendants"). All the SRP defendants, thus far, have
defended the action.
In January 2006, the current board of directors of Metrofile Holdings and the
SRP acknowledged their common intention and the desirability and urgency of
bringing this matter to a speedy conclusion. Metrofile Holdings has therefore
decided to make an offer to the offerees in terms of the agreement in order to
finalise this matter in an expeditious manner.
It has been acknowledged by the SRP that the requirements and terms of the offer
are extraordinary, having regard to the dispute between Metrofile Holdings and
the SRP, the passage of time and the current circumstances of EC-Hold, which has
been delisted, deregistered and liquidated.
3. The offer
3.1 Terms of the offer
Metrofile Holdings hereby offers to acquire the offer shares from the offerees
for the cash offer consideration, as set out in paragraph 3.4 below, payable
against delivery of their documents of title in respect of those shares.
3.2 Period of the offer
The offer opens at 09:00 on 30 March 2006 and closes at 12:00 on 20 April 2006.
3.3 No conditions precedent
The implementation of the offer and payment of the offer consideration is not
subject to any conditions precedent.
3.4 The offer consideration
The offer is for a cash consideration of R2.40 per offer share ("offer
consideration").
3.5 Cash confirmation
The SRP has been provided with appropriate confirmation in terms of its
requirements that Metrofile Holdings has sufficient resources available to it to
satisfy the offer consideration in the event of full acceptance of the offer by
all the offerees.
3.6 Unconditional on minimum acceptance
The offer is not conditional upon a minimum acceptance by the offerees.
4. Irrevocable undertakings
Irrevocable undertakings not to accept the offer have been received from Ronald
Sydney Price and any interest or shareholding in (including any entity in which
such shares are held) or subsidiary or associate entity in which a substantial
shareholding is held and controlled by Ronald Sydney Price, or any
representative or member of his family, or Eurevest (Proprietary) Limited, or
any subsidiary or associate thereof ("Price interest").
5. No admission
Notwithstanding the provisions of the agreement reached with the SRP, it is not
the intention of Metrofile Holdings and the SRP defendants, or any of them, to
admit that:
- they, or any of them acted in concert with any other of them;
- any acquisition of the affected EC-Hold shares constituted an affected
transaction; and
- they, or any of them are obliged to make a mandatory offer to the EC-Hold
shareholders,
as contended for in the SRP ruling and the SRP action.
6. Important dates and times
Set out below are the expected dates and times of the offer:
Offer opens at 09:00 on 30 March 2006
Closing date of the offer at 12:00 on 20 April 2006
Payment date (see note (iii) below)
Results of the offer released on SENS on 20 Arpil 2006
Results of the offer published in the South African press on 21 April 2006
Notes:
(i) Any changes to the above dates and times will be released on SENS and
published in the South African press.
(ii) All times given are local times in South Africa.
(iii) The offer consideration due to offerees who lawfully and validly accept
the offer ("offer participants") will be posted, by ordinary post, at the risk
of the offer participant concerned, within five business days of acceptance of
the offer, provided the form of acceptance, surrender and transfer, which will
be attached to the circular (refer to paragraph 7 below), and transfer required
for acceptance of the offer as described in the circular, are received by the
transfer secretaries before 12:00 on the closing date.
7. Documentation
The circular containing the details of the offer will be posted to offerees on
or about 30 March 2006.
8. Cautionary announcement
Shareholders of Metrofile Holdings ("Metrofile Holdings shareholders") are
referred to the cautionary announcement dated 13 January 2006 and are advised
that events are still in progress which may lead to adjustments being required
to the provisions and inter-company loans. Metrofile Holdings shareholders are
therefore advised to continue to exercise caution when trading in their
Metrofile Holdings shares until a further announcement is made.
Johannesburg
23 March 2006
Investment bank and sponsor
Standard Bank
Attorneys
Knowles Husain Lindsay Inc.
Important information
The offer is not made, directly or indirectly, in or into, or by use of the
mails of, or by any other means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United States,
Australia, Canada or Japan and neither the Offer nor the Subscription Offer is
capable of acceptance by any such use, means, instrumentality or facility or
from within the United States, Australia, Canada or Japan. Accordingly, neither
copies of this announcement nor any related documentation are being or may be
mailed or otherwise distributed or sent in or into or from the United States,
Australia, Canada or Japan.
Date: 23/03/2006 02:12:06 PM Produced by the JSE SENS Department
