| Mon 8 May 2006, 15:16 | | Cullinan - Proposed Merger and Further Cautionary |
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CUL
CUL
Cullinan - Proposed Merger and Further Cautionary Announcement
CULLINAN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1902/001808/06)
Share code: CUL & ISIN: ZAE000013710
("Cullinan" or "the company")
PROPOSED MERGER OF THE BUSINESSES OF CULLINAN AND THEBE TOURISM GROUP (PTY)
LIMITED AND FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are advised that the company has entered into an Agreement dated 8
May 2006 with, inter alia, Thebe Investment Corporation (Pty) Limited ("Thebe")
for the acquisition of Thebe Tourism Group (Pty) Limited ("Thebe Tourism Group")
(a subsidiary of Thebe), details of which are set out below.
2. THE TRANSACTION
2.1 Terms of the transaction
Cullinan will acquire, with effect from 1 April 2006, the entire issued share
capital and outstanding shareholders" loans in Thebe Tourism Group in exchange
for new Cullinan shares, which will result in the vendors of Thebe Tourism Group
holding not more than 25% of Cullinan"s enlarged issued share capital.
The new Cullinan shares will be issued at a price of 45 cents per share.
2.2 Conditions precedent
The transaction is subject to fulfilment of, inter alia, the following
conditions precedent:
- limited legal due diligence issues;
- the approval of Cullinan shareholders in general meeting; and
- all required regulatory approvals, including, but not limited to, the JSE
Limited and the Competition Authorities.
2.3 Rationale for the transaction
The transaction will result in a truly African integrated tourism business. The
complementary businesses of Thebe Group Tourism and Cullinan will form a
substantial and diversified base from which the enlarged group can grow, extract
synergies and explore additional tourism opportunities. The transaction will
also result in meaningful BEE ownership of the enlarged group, which is aligned
with Cullinan"s objective of continuing to strengthen its empowerment
credentials on all facets of the BEE Codes of Good Practice Scorecard.
2.4 Nature of Thebe Tourism Group"s business
Thebe Tourism Group is a significant Black Empowered company operating in the
South African tourism industry, with direct investments in and control of some
of the country"s prime tourism assets. Thebe Tourism Group comprises travel
logistics companies (leisure tour operating and business tourism operations),
investments and end-user tourism products and retail outlets located in tourism
choke points.
Investments include:
- Travel logistics and business tourism - Thebe Conferences, Perspective
Projects, Thebe Exhibitions and Events, Hello Africa, Thebe Rewards.
- Tour operating (leisure tourism-focused) - United Touring Company, Southern
Touring Company, Ker & Downey.
- Tourism end-user products - Shareholder in the concessions at Cape Point and
The Cradle of Humankind, Waterfront Expeditions, National/Alamo Car Rental
(operating JV partner).
- Tourism retail - Shareholder in Cape Union Mart JV franchise at Johannesburg
International Airport, Cape Town International Airport and V&A Waterfront, Thebe
Tourism Group Retail (comprising several destination retail stores - Taung
Trading Post, Jeep, Official Logo Store, The Body Shop - at tourist choke points
such as Constitution Hill, Ushaka Marine World, Johannesburg International
Airport and Arabella Sheraton Hotel in Cape Town).
- Financial Services - FX Africa, a foreign exchange dealer.
3. FURTHER CAUTIONARY ANNOUNCEMENT
A further detailed announcement, which will include full details of the terms
and conditions of the transaction and the financial effects thereof, will be
published in due course. Shareholders are accordingly advised to continue to
exercise caution when dealing in the company"s share until such announcement is
made.
Johannesburg
8 May 2006
Transaction sponsor
Bridge Capital Services
BRIDGE CAPITAL
Sponsor
LPC Manhattan Moela (Pty) Ltd
(Registration number 2001/009215/07)
Financial advisor to Thebe
Bridge Capital Advisors
BRIDGE CAPITAL
Attorneys to Thebe
WEBBER WENTZEL BOWENS
Due diligence advisors to Thebe
ERNST & YOUNG
EY Corporate Finance (Pty) Ltd
(Registration number 2000/031575/07)
Attorneys to Cullinan
MALLINICKS ATTORNEYS
Due diligence advisors to Cullinan
BDO Spencer Steward (CT) Inc
Chartered Accountants (SA)
Registered Accountants and Auditors
Date: 08/05/2006 03:16:03 PM Produced by the JSE SENS Department
