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HCI
HCI
Hosken Consolidated Investments Limited - Specific Repurchase Of HCI Shares
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")
SPECIFIC REPURCHASE OF HCI SHARES
1. Introduction
HCI shareholders are advised that the Company has entered into an
agreement with the Trustees of the Bevin Trust ("Bevin Trust") for the
specific repurchase by HCI of 300 000 HCI ordinary shares ("The
Repurchase Shares") from the Bevin Trust subject to certain terms and
conditions ("The Repurchase Transaction"). The Repurchase Shares will
be acquired and cancelled in accordance with the provisions of Section
85 of the Companies Act of 1973, as amended and the Listings
Requirements of the JSE Limited.
2. Rationale
HCI considers it opportune to acquire the Repurchase Shares.
3. Effective date
The effective date for the Repurchase Transaction is the date whereon
all the suspensive conditions referred to in 7 below are fulfilled
and/or waived.
4. Consideration
The Consideration for the acquisition of the Repurchase Shares by HCI
is R11,7 million (R39 per HCI share).
The Consideration is to be discharged in cash from the Company"s
existing resources by no later than the fifth business day following
the Effective Date.. Interest on the Consideration is payable at First
National Bank"s overnight call rate should it not be discharged by 1
July 2006.
5. Financial Effects
The pro forma financial effects of the Repurchase Transaction do not
have a significant effect on the latest published consolidated
unaudited results of HCI for the 6 months ended 30 September 2005.
6. Related party transaction
Mr Gavin Chamberlain, a trustee and beneficiary of the Bevin Trust, is
also a director of a subsidiary company of HCI. Accordingly, the
Repurchase Transaction is a related party transaction as defined in
the Listings Requirements of the JSE Limited. In this regard, an
independent professional expert will be required to furnish an opinion
that the Repurchase Transaction is fair and reasonable to HCI.
7. Suspensive conditions
The Repurchase Transaction is subject to the suspensive conditions
that by no later than 31 August 2006 or such later date as may be
agreed by the parties in writing before then:
an independent professional expert furnishes an opinion that the
Repurchase Transaction is fair and reasonable to HCI;
the Repurchase Transaction is approved and an appropriate resolution
is passed to such effect by HCI shareholders in general meeting;
the resolution is duly registered by the Registrar of Companies;
to the extent required by and in accordance with the Companies Act of
1973, as amended and the Listing Requirements of the JSE Limited.
8. Circular to HCI shareholders
A detailed Circular incorporating a notice of general meeting will be
posted to HCI shareholders in due course.
16 May 2006
Sponsor
Investec Bank Limited
Corporate Advisor to HCI
HJS Advisory Services (Pty) Ltd
Date: 16/05/2006 03:27:46 PM Produced by the JSE SENS Department
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