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HCI
HCI
Hosken Consolidated Investments Limited - Share Swap Agreement Entered
Into Between HCI And Andre Van Der Veen
Hosken Consolidated Investments Limited
(Registration number 1973/07111/06)
(Incorporated in the Republic of South Africa)
ISIN Number: ZAE000003257 Share Code: HCI
("HCI" or the "Company")
SHARE SWAP AGREEMENT ENTERED INTO BETWEEN HCI AND ANDRE VAN DER VEEN
1. Introduction
HCI shareholders are advised that HCI had entered into an agreement
with Andre van der Veen ("the Vendor") for the acquisition of
certain assets and/or any future rights/claims to such assets as set
out hereunder ("the Transaction"). The assets that are to be
acquired are :
a 4% interest in Formex Industries (Pty) Ltd ("Formex"),
a 1,5% interest in Golden Arrow Bus Services (Pty) Ltd
("GABS"),
a 4% interest in Johnson Access (Pty) Ltd ("Johnson Access"),
a 1,83% interest in Ritzshelf 72 (Pty) Ltd ("Ritzshelf 72"),
a 2,5% interest in Rowan Tree 4 (Pty) Ltd ("Rowan Tree 4") and
a 4,42% interest in Tylon Holdings (Pty) Ltd ("Tylon")
(collectively "the acquisition interests").
The Vendor has an interest and a right to the acquisition interests as a
result of certain co-investment rights that were historically granted to
and exercised by the Vendor. In terms of the transaction, the Vendor
will swap the acquisition interests for 600 000 new HCI shares ("the
consideration shares"). Implementation of this transaction will result
in HCI holding an effective interest of 80% in Formex, 100% in GABS, 80%
in Johnson Access, 100% in Ritzshelf 72, 100% in Rowan Tree 4 and 88% in
Tylon (collectively "The Affected Companies"); without the Vendor holding
any right, title, interest or claim to the acquisition interests.
2. Nature of business of the Affected Companies
Formex is a leading component supplier to the automotive industry in
Southern Africa.
GABS is the sole provider of scheduled bus transport in the Western
Cape metropole.
Johnson Access sells and rents out high performance aerial work
platforms.
Ritzshelf 72 is an investment holding company with an effective
interest of 50% in Johnson Crane Hire (Pty) Ltd, a company that
specializes in crane hire, rigging, heavy lift, lift engineering,
transportation and crane outsourcing.
Rowan Tree 4 is an investment holding company that owned an
effective interest of 50% in Sukyae Land (Pty) Ltd, a property
development company.
Tylon is one of the largest producers of cement based tile adhesives
and grouts in Southern Africa to both the commercial and domestic
markets.
3. Rationale
By entering into the Transaction HCI is able to consolidate its
interests in the Affected Companies. The Transaction also enables
the Vendor to be more effectively incentivised by holding his shares
in HCI.
4. Consideration
The consideration payable by HCI for the acquisition of the
acquisition interests is to be discharged by delivering to the
vendor 600 000 ordinary issued shares in its capital ("the
Consideration Shares") with immediate effect.
5. Small related party transaction
The Vendor is a director of HCI and certain subsidiary companies
within the HCI Group and according to the listings requirements of
the JSE is a related party to HCI. In accordance with the
provisions of Rule 10.7 of the JSE Listings Requirements, the
transaction is a small related party transaction. Accordingly HCI
has appointed Moores Rowland as independent professional expert to
provide written confirmation as to whether this transaction is fair
and reasonable to HCI shareholders. Moores Rowland has provided
written confirmation that the transaction is fair and reasonable to
HCI shareholders ("the Fair and Reasonable Opinion"). The Fair and
Reasonable Opinion will be available for inspection at the offices
of HCI during normal business hours until 12 May 2006.
6. Financial effects
The financial effects of the transaction on the published
consolidated unaudited results of HCI for the 6 months ended 30
September 2005 are not significant.
13 April 2006
Sponsor
Investec Bank Limited
Corporate Advisor to HCI
HJS Advisory Services (Pty) Ltd
Date: 13/04/2006 11:45:12 AM Produced by the JSE SENS Department
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