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SFA
SFA
Shops for Africa Limited - Announcement by the liquidator
Shops for Africa Limited (In Liquidation)
Suspended
(Incorporated in the Republic of South Africa)
(Company Registration Number 2000/018084/06)
Share Code : SFA & ISIN Code : ZAE000031241
("Shops for Africa" or "the company")
MANDATORY OFFER BY TREMATON CAPITAL INVESTMENTS LIMITED ("TREMATON") TO THE
REMAINING SHAREHOLDERS OF SHOPS FOR AFRICA AND CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION AND BACKGROUND
Shops for Africa shareholders are referred to the announcement dated 7 December
2005, previous announcements published on SENS and in the press and the circular
dated 19 February 2004, wherein they were advised of the disposal by Shops for
Africa of its entire property portfolio, the voluntary winding up of the
company, the de-linking of its linked units by the redemption of the debentures,
the suspension of trading in the company"s securities and the subsequent
termination of the company"s listing on the JSE Limited ("JSE"). Trade in the
securities of the company on the JSE was suspended on Monday, 24 May 2004. The
debentures were redeemed with effect from 1 June 2004 and all subsequent over
the counter trades have been in the ordinary shares of the company, albeit, in
the case of certificated shareholders, in terms of linked unit certificates as
the certificates have not been recalled for de-linking.
Shareholders were advised that the finalisation of the winding up of the company
and therefore payment of the final liquidation dividend had been delayed as a
result of delays in obtaining final income tax assessments and that the winding
up of the company was expected to be finalised during June 2006.
2. MANDATORY OFFER BY TREMATON CAPITAL INVESTMENTS LTD ("TREMATON") TO THE
REMAINING SHAREHOLDERS OF SHOPS FOR AFRICA
Shareholders are referred to the announcements published by Trematon on 8 March
2006 and 3 April 2006 which advised that Trematon had acquired 40 070 722 shares
(55.6%) in Shops for Africa and is accordingly extending an unconditional,
irrevocable mandatory offer to the remaining Shops for Africa shareholders to
acquire all or any of their Shops for Africa shares for a cash consideration of
15 cents per share ("the offer").
A circular to Shops for Africa shareholders ("the offer circular"), setting out
the detailed terms of the offer will be posted by Trematon on or about 3 April
2006, whereafter the offer will be open for acceptance.
The advice from the liquidator of Shops for Africa and the independent advice
from Sasfin Capital as the appointed independent professional expert on the
terms of the offer ("the advice circular") will be posted and the substance
thereof announced on or about 13 April 2006.
3. CAUTIONARY ANNOUNCEMENT
Under the circumstances shareholders are advised to exercise caution when
trading in their shares and / or considering any action they wish to take in
terms of the offer until they have received the advice circular from the
liquidator.
In the meantime the liquidator will not, in the interests of shareholders,
sanction any further transfers of shares in the company in terms of the
provisions of section 341(1) of the Companies Act until the advice circular has
been posted, the substance thereof announced on or about 13 April 2006 and
shareholders have had sufficient time to receive such circular and consider its
contents.
Jurgens Steenkamp
Liquidator
Shops for Africa Limited (in liquidation)
Cape Town
3 April 2006
Sponsor to Shops for Africa and Independent Advisor to the Liquidator
SASFIN CAPITAL
(a division of Sasfin Bank Ltd)
Legal advisor to the Liquidator
CLIFFE DEKKER
Date: 03/04/2006 10:12:11 AM Produced by the JSE SENS Department
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