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SFA
SFA
Shops for Africa - View And Advice Of The Liquidator And The Independent
Proessional Expert On The Mandatory Offer By Trematon Capital Investments
Limited ("Trematon") To The Remaining Shareholders Of Shops For Africa And
Withdrawal Of Cautionary
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")
VIEW AND ADVICE OF THE LIQUIDATOR AND THE INDEPENDENT PROESSIONAL EXPERT ON THE
MANDATORY OFFER BY TREMATON CAPITAL INVESTMENTS LIMITED ("TREMATON") TO THE
REMAINING SHAREHOLDERS OF SHOPS FOR AFRICA AND WITHDRAWAL OF CAUTIONARY
INTRODUCTION
Shops for Africa shareholders are referred to the announcement dated 3 April
2006 which advised that Trematon Capital Investments is 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") and that the liquidator would
publish his view and that of an independent professional expert in terms of the
Securities Regulation Code on Mergers and Take-overs.
VIEW OF THE LIQUIDATOR AND INDEPENDENT PROFESSIONAL EXPERT
The liquidator appointed Sasfin Capital, a division of Sasfin Bank Limited
("Sasfin") as the independent professional expert to assess the terms of the
offer and express their opinion on how it affects the minority shareholders.
The liquidator has considered the terms of the offer and is of the opinion that
the offer is not fair and not reasonable to Shops for Africa shareholders.
Sasfin has considered the terms of the offer and is of the opinion that the
offer is not fair and not reasonable to Shops for Africa shareholders. Their
independent letter of advice regarding the offer is attached to the circular to
Shops for Africa shareholders which will be posted on 13 April 2006 ("the advice
circular").
TRANSFER OF SHARES AND WITHDRAWAL OF CAUTIONARY
Shareholders were advised in the announcement of 3 April 2006 that the
liquidator would not sanction any further share transfers in terms of the
provisions of section 341(1) of the Companies Act, 1973 until the advice of the
liquidator and that of Sasfin Capital on the offer had been published, the
advice circular had been posted, and shareholders have had sufficient time to
receive such circular and consider its contents.
Shareholders were further advised to exercise caution when dealing in their
shares.
Having regard to the contents of the advice circular and the opinion of Sasfin
Capital annexed thereto, shareholders need no longer exercise caution when
dealing in their shares in the company and the moratorium on the approval of the
transfer of shares by the liquidator will be lifted with effect from Thursday,
20 April 2006.
STATUS OF THE WINDING-UP OF SHOPS FOR AFRICA
Shareholders were previously 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.
The liquidator can now confirm that final income tax assessments relating to the
pre-liquidation tax periods have been obtained and that the liquidation and
distribution account will be finalised shortly. Provided that no unexpected
further delays are experienced it is envisaged that the final liquidation
dividend should be paid to shareholders within eight to fourteen weeks of the
date of this announcement.
The final liquidation dividend will most likely consist of a small cash portion
with the balance by means of a distribution of the linked units in ApexHi
Properties Limited still held by Shops for Africa.
Jurgens Steenkamp
Liquidator
Shops for Africa Limited ?in liquidationU
Cape Town
13 April 2006
Sponsor to Shops for Africa and Independent Advisor to the Liquidator
SASFIN CAPITAL
?a division of Sasfin Bank LtdU
Legal advisor to the Liquidator
CLIFFE DEKKER
Date: 13/04/2006 07:00:18 AM Produced by the JSE SENS Department
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