| Fri 15 Mar 2002, 0:00 | | WBH - An offer to minority shareholders at 90 cent |
|
WB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE code: WBH ISIN: ZAE 000007902
("WBH")
An offer to minority shareholders at 90 cents per WBH share ("the offer")
Introduction
Shareholders are referred to the announcement dated 11 February 2002 when it
was announced that Re: Inc Investments (Proprietary) Limited ("Re: Inc"),
which had the right to nominate a third party in its place, had, subject to
certain suspensive conditions, entered into an agreement ("the agreement")
in terms of which it:
* acquired the entire shareholding in SGM Investments (Proprietary) Limited
("SGM"), which owns 53,68% of the issued shares in WBH;
* acquired from Saldanha Group Investments (Proprietary) Limited ("SGI") its
9,44% interest in WBH;
at a price of 90 cents per share, subject to a possible upward or downward
adjustment, having regard to a comparison between the net asset value of WBH
and its subsidiaries as reflected in the audited consolidated annual
financial statements of WBH and its subsidiaries and the net asset value
reflected in the management accounts.
Re: Inc has nominated At Source (Proprietary) Limited ("the Acquiror") in
its place. No adjustment to the purchase price of the shares in WBH was
required and it was finalised at 90 cents per share.
Rationale for the transaction
At Source is an investment company, which is owned by a group of primary
fruit producers and investors in the fruit industry. The acquisition of the
controlling interest in WBH will expand the existing production capacity of
the shareholders of At Source, which is focused on citrus, nectarines,
plums, grapes and subtropical fruit, to include apples and pears.
Suspensive Conditions
The agreement is subject to the fulfillment of certain suspensive
conditions, which, inter alia, include the following:
the JSE and SRP furnish such approvals as may be required of it to give
effect to the acquisition agreement and the pursuant offer;
At Source conducts and is satisfied with the results of a due diligence
investigation into the affairs of SGM Investments and its subsidiaries;
directors take such steps as may be necessary in law to authorise the
directors of WBH to borrow a maximum amount of R22 000 000;
Save for the condition referred to in 3 above all of the suspensive
conditions have been fulfilled.
The directors of WBH have resolved to convene a general meeting of
shareholders to obtain authorisation for Theewaterskloof Holdings
(Proprietary) Limited, the main operating subsidiary of WBH to borrow a
maximum amount of R22 000 000 as required in terms of the acquisition
agreement. The general meeting is scheduled to take place on Tuesday, 2
April 2002.
Shareholders will be advised whether the suspensive condition has been
fulfilled by means of an announcement to be published on SENS on Wednesday,
3 April 2002 and in the press on Thursday, 4 April 2002.
Offer to minority shareholders
Upon fulfilment of the suspensive condition the Acquiror will control 63,12%
of the issued shares in WBH. The acquisition of a controlling stake in WBH
classifies the transaction as an affected transaction in terms of the
Securities Regulation Code on Take-overs and Mergers and, accordingly, the
Acquiror is obliged to extend an offer to all the minority shareholders, to
acquire their WBH shares at a price of 90 cents per share.
The Aquiror does not intend to delist WBH pursuant to the offer.
The offer opens on Thursday, 4 April 2002 and will close on Tuesday, 30
April 2002.
No agreement, arrangement or undertaking exists between the Acquiror and the
directors of WBH relating to the offer.
BOE Corporate , a division of BOE Bank Limited, has confirmed to the
satisfaction of the Securities Requlation Panel that the Acquiror has
sufficient cash resources available to ensure that it can honour its
commitments in terms of the offer.
The following table sets out the financial effects of the offer on a
shareholder.
Before After Change After not
(cents) accepting (%) accepting
Offer the offer
(cents) (cents)
Market price per WBH
share:
Friday, 8 February 80 90 13 80
2002(1)
30 day volume weighted 80 90 13 80
average (2)
Friday, 8 March 2002 110 90 (22) 110
(3)
(Loss)/Earnings per (6,6)(6) 4,2(5) 64 (6,6)(6)
share
Headline (loss) (6,6)(6) 4,2(5) 64 (6,6)(6)
earnings per share
Net asset value per 118,7(6) 90 (24) 118,7(6)
share
Net tangible asset 118,7(6) 90 (24) 118,7(6)
value per share
Notes:
Based on the closing price of WBH shares on the trading day prior to the
announcement date.
Based on the weighted average closing price of WBH shares over the 30 days
to Friday, 8 February 2002.
The closing price of WBH shares on the JSE on the last practicable date
prior to the publication of the offer announcement on SENS and in the press
on Monday, 18 March 2002.
Earnings and headline earnings per share for the financial year ending 31
December 2001 as extracted from the audited financial statements of WBH.
Earnings and headline earnings per share, assuming that the cash
consideration is invested at 8% per annum for the 12 months ended 31
December 2001, less the maximum individual tax rate applicable.
Extracted from the audited annual financial statements for the year ended 31
December 2001.
Salient dates of the offer
Circular posted Monday, 18 March
Last day for lodging
form of proxy by 10h00 Friday, 29 March
on
General meeting of WBH
shareholders at 11h00 on Tuesday, 2 April
Results of general
meeting published on Wednesday, 3 April
SENS
Results of general
meeting published in the Thursday, 4 April
press
Offer opens at 09h00 on
Thursday, 4 April
Last date to trade to
take up offer Tuesday, 23 April
Ex date from which
shares trade ex rights
to participate in the Wednesday, 24 April
offer
Record date
Tuesday, 30 April
Offer closes at 16h00 on
Tuesday, 30 April
Pay date on which
cheques posted or Wednesday, 1 May
directly deposited in
bank accounts of
shareholders
Results of offer
published Thursday, 2 May
These dates and times may be changed at the instance of WBH or the Acquiror.
Any change will be published on SENS and in the press.
Documentation
A circular setting out full details of the change in control and offer to
minority shareholders and convening a general meeting will be posted to
shareholders on or about 18 March 2002.
Cape Town
18 March 2002
Corporate Advisor & Attorneys to WB Attorneys to the
Sponsor Holdings Limited Acquiror
SASFIN BANK LIMITED SONNENBERG JAN S DE VILLIERS
HOFFMAN GALOMBIK
