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TMT
TMT
Trematon - Mandatory Offer To The Minority Shareholders Of Shops For Africa
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")
MANDATORY OFFER BY TREMATON TO THE MINORITY SHAREHOLDERS OF SHOPS FOR AFRICA
LIMITED
1. BACKGROUND
Trematon shareholders are referred to the announcement dated 8 March 2006
notifying them that the company had acquired 40 070 722 shares (55.6%) in Shops
for Africa Limited ("Shops for Africa") ("the acquisition"). In terms of the
Securities Regulation Code on Take-overs and Mergers, the acquisition
constitutes an "affected transaction" and Trematon is obliged to extend an offer
to Shops for Africa minority shareholders to acquire their Shops for Africa
shares on terms and conditions no less favourable than those applicable to the
acquisition.
2. THE OFFER
Trematon hereby makes an unconditional irrevocable offer to the Shops for
Africa minority shareholders to acquire all or any of their Shops for Africa
shares for a cash consideration of 15 cents per share ("the offer"). 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 shares
from the shareholders who do not accept the offer, should Shops for Africa
shareholders holding in excess of 90% of the minority shareholding accept the
offer.
A circular to Shops for Africa shareholders ("the offer circular"), setting out
the detailed terms of the offer and the procedure for acceptance of the offer,
will be posted to Shops for Africa shareholders today. The advice from the
liquidator of Shops for Africa ("the liquidator"), Mr Jurgens Steenkamp, and the
substance of the advice from a duly appointed independent professional expert
will be posted within 14 days of the offer circular.
Set out in the table below are the salient dates and times pertaining to the
offer:
2006
Offer opens at 09:00 on Monday, 3 April
Shops for Africa shareholders who accept the offer will
be entitled to the offer consideration from 1 and 2 Monday, 3 April
Last day to trade in order to be eligible to
participate in the offer on Thursday, 20 April
Shops for Africa shares to trade ex the offer from Friday, 21 April
Record date to be eligible to participate
in the offer on Friday, 28 April
Offer closes at 12:00 on Friday, 28 April
Results of the offer released on SENS on Tuesday, 2 May
Results of the offer published in the press on Wednesday, 3 May
Notes:
1. Holders of certificated shares who accept the offer will have their offer
consideration posted, while holders of dematerialised shares who accept the
offer (and who have instructed their CSDP/broker accordingly) will have their
accounts at their CSDP/broker credited with the offer consideration.
2. The offer consideration will be posted/effected within five business days of
receipt of certificates and/or other documents of title by the transfer
secretaries or receipt of notification by STRATE to the transfer secretaries,
subject to approval by the liquidator.
3. Holders of certificated shares may not dematerialise or rematerialise their
Shops for Africa shares between Friday, 21 April 2006 and Friday, 28 April 2006,
both dates inclusive.
Cape Town
3 April 2006
Sponsor
Bridge Capital
Date: 03/04/2006 08:00:02 AM Produced by the JSE SENS Department
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