W B Holdings Limited - Change In Control And Furth
WB HOLDINGS LIMITED
(Registration number 1988/000570/06)
Share code : WBH
ISIN Code : ZAE 000007902
("WBH")
CHANGE IN CONTROL AND FURTHER CAUTIONARY ANNOUNCEMENT
Introduction
Sasfin Bank Limited is authorised to announce that, further to the
cautionary announcement dated 16 January 2002, Re: Inc Investments
(Proprietary) Limited, which has the right to nominate a third party in its
place, ("the Acquiror") has, subject to certain suspensive conditions,
entered into an agreement ("the agreement") in terms of which it will:
* acquire the entire shareholding in SGM Investments (Proprietary) Limited
("SGM"), which owns 53,68% of the issued shares in WBH; and
* acquire from Saldanha Group Investments (Proprietary) Limited ("SGI") its
9,44% interest in WBH.
This transaction, if successfully concluded, will result in the Acquiror
controlling 63,12% of the issued shares in WBH.
Suspensive Conditions
The agreement is subject to the fulfillment of certain suspensive
conditions, which, inter alia, include the completion of a due diligence
investigation ("the due diligence") into the affairs of SGM and its
subsidiaries by 11 February 2002.
Offer to minority shareholders
In terms of the agreement the price at which the WBH shares will be acquired
will be 90 cents per share, subject to a possible upward or downward
adjustment. This adjustment will be determined by comparing the net asset
value of WBH and its subsidiaries as reflected in the audited consolidated
annual financial statements of WBH and its subsidiaries with the net asset
value reflected in the management accounts. In terms of the Securities
Regulation Code on Takeovers and Mergers and Rules of the Securities
Regulation Panel, the Acquiror will be required to extend a similar offer to
all minority shareholders of WBH.
Shareholders are cautioned that the price at which the offer will take place
will be finally determined only upon receipt by the Acquiror of the audited
consolidated annual financial statements of WBH and its subsidiaries.
Shareholders will be advised of the result of the due diligence and the
salient dates and terms of the offer to minorities upon determination of the
offer price, on or before 28 March 2002. Shareholders should therefore
continue to exercise caution when dealing in the securities of WBH until a
further announcement is made.
Cape Town
8 February 2002
Corporate Advisor & Sponsor
SASFIN BANK LIMITED Attorneys to WB Holdings Limited
SONNENBERG HOFFMAN GALOMBIK Attorneys to the Acquiror
(LOGO)
JAN S DE VILLIERS
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