| Mon 31 Oct 2005, 12:04 | | WB Holdings - Change in control |
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WB Holdings - Change in control
WB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE code: WBH
ISIN: ZAE000007902
("WB Holdings" or "the company")
* CHANGE IN CONTROL
* REVISED DISTRIBUTION
1. INTRODUCTION
Shareholders are referred to the announcement dated 28 September 2005
wherein they were advised that WB Holdings had entered into an agreement,
subject to certain conditions precedent, to dispose of all of its assets,
being its shareholding in Theewaterskloof Holdings (Proprietary) Limited
("Theewaterskloof") for R19 million to its controlling shareholder, SGM
Investments (Proprietary) Limited ("SGM"), in terms of section 228 of the
Companies Act, Act 61 of 1973, as amended ("the Act") ("the disposal"). The
directors of WB Holdings had proposed that the proceeds of the disposal,
after taxation and transaction costs, be distributed to shareholders by
means of a special dividend of R1.92 per share ("the distribution").
It was further announced that it was the intention of SGM, subsequent to
the disposal and distribution to endeavour to dispose of its 80%
shareholding in WB Holdings to a third party, interested in the company as
a listed vehicle.
2. CHANGE IN CONTROL
2.1 The acquisition agreement
SGM has now entered into an agreement, subject to certain conditions
precedent, to dispose of its 7 520 000 ordinary shares in WB Holdings,
constituting 80% of the entire issued share capital of the company, to
Messrs JM Kahn and MI Sacks ("the consortium") for a consideration of R1
159 000 after the implementation of the disposal and distribution ("the
acquisition agreement").
Upon completion of the disposal and distribution and implementation of the
acquisition agreement, the consortium will hold 80% of the issued share
capital of the company. In terms of the South African Securities Regulation
Code on Take-overs and Mergers ("the Code"), this will constitute a change
of control of the company and an `affected transaction" in terms of the
Code obliging the consortium to extend an offer to shareholders to acquire
their shares on similar terms unless the requirement to make such an offer
is waived by shareholders.
The Securities Regulation Panel has, in terms of Rule 8.7 of the Code,
dispensed with the requirement for a mandatory offer to minority
shareholders following the change of control, subject to the approval of
such dispensation by a majority of independent votes of a resolution to be
proposed at the general meeting referred to below ("the general meeting").
The consortium wishes to maintain the listing of the company on the JSE
Limited ("JSE"). Accordingly it is a condition precedent of the acquisition
agreement that shareholders pass a resolution at the general meeting to
dispense with their right to a mandatory offer at a price of approximately
R0,15 per ordinary share.
2.2 The consortium
Information relating to the members of the consortium is as follows:
* Meyer Kahn, BA (Law), MBA, DCom (hc), SOE, is the Chairman of
SABMiller plc ("SAB"). He was appointed to the Board of South African
Breweries Limited in 1981, became Group Managing Director in 1983 and
Executive Chairman in 1990. In 1997 he was seconded full-time to the
South African Police Service as its Chief Executive, serving in that
office for two and a half years. In 1999 he rejoined the SAB Board as
Chairman. Amongst other awards, he holds an honorary doctorate in
commerce from the University of Pretoria and was awarded The South
African Police Star for Outstanding service (SOE) in 2000.
* Michael Sacks, CA (SA), AICPA (Isr), qualified as a Chartered
Accountant in 1968 and after several years in public practice, acted
as an independent corporate advisor for 25 years prior to his
appointment as Chairman of Network Healthcare Holdings Ltd (Netcare).
He has served and continues to serve as a non-executive director of a
number of listed companies and empowerment committees. Mr Sacks is
also an Officer of the International Association of Political
Consultants.
Upon the implementation of the acquisition agreement the consortium intends
to raise additional capital for investment purposes. The consortium will
also announce its BEE associates who will acquire a shareholding in the
company.
2.3 Conditions precedent
The acquisition agreement is subject to the fulfilment of certain
conditions precedent which, inter alia, include the completion by the
consortium of a due diligence investigation by 17 November 2005.
3. REVISED DISTRIBUTION
The Listings Requirements of the JSE relating to cash companies provide
that in order to avoid immediate suspension a company, after the disposal
of its business, will generally be expected to have cash of at least R1
million. In order to facilitate the acquisition agreement and the
utilisation of the company as a listed vehicle by the consortium the
distribution is therefore reduced to R1.82 per share.
4. AMENDED SALIENT DATES
2005
Circular and notice of general meeting posted to
shareholders on Thursday, 10 November
Last day for lodging form of proxy by 10h00 on Friday, 25 November
General meeting of WB Holdings shareholders at
10h00 on Monday, 28 November
Announcement of fulfilment or waiver of
conditions precedent and results of general
meeting on SENS Monday, 28 November
Announcement of fulfilment or waiver of
conditions precedent and results of general
meeting in the press Tuesday, 29 November
Last day to trade in shares to be recorded in
the register of WB Holdings as a shareholder on
the record date in order to participate in the
distribution Thursday, 8 December
Shares commence trading ex distribution Friday, 9 December
Record date for purposes of distribution Thursday, 15 December
Pay date - distribution cheques posted or CSDP
or broker accounts updated on Monday, 19 December
Notes:
The above dates and times are subject to amendment and are dependent upon the
approval of WB Holdings shareholders of the resolutions set out in the notice of
general meeting being obtained and upon the fulfilment of the conditions
precedent.
5. SHAREHOLDER APPROVAL AND GENERAL MEETING
A general meeting of shareholders will be held at WB Holdings, New Link
Centre, New Link Street, Paarl at 10h00 on Monday, 28 November 2005 for the
purpose of considering and, if deemed fit, passing, with or without
modification, the resolutions required to approve and implement the
disposal and distribution, and the waiver of the mandatory offer pursuant
to the change in control. SGM and its associates will not be able to vote
on any resolutions relating to the disposal, distribution and change of
control at the general meeting.
A circular setting out the details of the disposal, distribution and change
of control and containing a notice of general meeting will be posted to WB
Holdings shareholders on or about Thursday, 10 November 2005.
Cape Town
28 October 2005
Corporate Advisor and Sponsor
Sasfin Corporate Finance
A division of Sasfin Bank Limited
Independent Expert
Moores Rowland
Attorneys
Jan S de Villiers.
Reporting Accountants and Auditors
PricewaterhouseCoopers Inc
Date: 31/10/2005 12:04:10 PM Produced by the JSE SENS Department
