| Fri 7 Jul 2006, 13:45 | | Tiger / Brimstone Oceana - Proposed Waiver Of Mand |
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BRN OCE TBS BRT
BRT OCE TIIH
Tiger / Brimstone Oceana - Proposed Waiver Of Mandatory Offer
Tiger Brands Limited
(Incorporated In The Republic Of South Africa)
Registration Number 1944/017881/06
Share Code: TBS
Isin: ZAE000071080
("Tiger")
Brimstone Investment Corporation Limited
(Incorporated in the Republic of South Africa)
Registration Number 1995/010442/06
Share code: BRT
ISIN: ZAE000015277
Share code: BRN
ISIN: ZAE000015285
("Brimstone")
Oceana Group Limited
(Incorporated in the Republic of South Africa)
Registration Number 1939/001730/06
JSE share code: OCE
NSX share code: OCG
ISIN: ZAE000025284
("Oceana")
PROPOSED WAIVER OF MANDATORY OFFER BY TIGER AND BRIMSTONE TO OCEANA
SHAREHOLDERS: OPPORTUNITY TO MAKE SUBMISSIONS
Oceana shareholders are referred to the announcement released on the Securities
Exchange News Service of the JSE Limited on 26 June 2006 and published in the
press on 27 June 2006, which informed Oceana shareholders that Tiger, Oceana,
Ocfish Holding Company Limited ("Ocfish") and Real Africa Holdings Limited
("RAH") had entered into an agreement which, subject to the fulfilment of the
conditions precedent contained therein, would result in the disposal by RAH of
its entire interest in Ocfish to Tiger (RAH holds 42.8% of Ocfish which, in
turn, holds 45.82% of Oceana), the subsequent unbundling of Ocfish"s interests
in Oceana and the facilitation by Oceana of the introduction of black economic
empowerment ("BEE") to Oceana by means of direct ownership in its ordinary share
capital by an Oceana black employee share trust ("OBEST") and a strategic black
partner, Brimstone (the "BEE Transaction"). It is intended that Brimstone will
acquire, through a special purpose vehicle, approximately 10% of the ordinary
share capital of Oceana.
The board of directors of Oceana considers the BEE Transaction to be essential
and in the best interests of Oceana and therefore its shareholders.
Two of the conditions precedent to the BEE Transaction relevant to this
announcement are:-
- the conclusion of a voting pool agreement between Tiger and Brimstone (the
"Voting Pool Agreement"), which substantially replicates the control
provisions relating to Oceana contained in the shareholders" agreement
concluded between RAH and Tiger and in respect of which a previous
dispensation (from the requirement to make a mandatory offer to the
remaining minority shareholders in Oceana) was granted by the executive
director of the Securities Regulation Panel ("SRP") in 1994; and
- a waiver by the executive director of the SRP of the obligation on Tiger
and Brimstone to make a mandatory offer to the remaining shareholders in
Oceana as a result of entering into the Voting Pool Agreement, as the
aforegoing would, but for the fulfilment of this condition precedent,
constitute an affected transaction in terms of the Securities Regulation
Code on Take-Overs and Mergers (the "Code"). A draft copy of the Voting
Pool Agreement is available for inspection on request from the office of
the Company Secretary of Tiger.
In terms of the BEE Transaction, the effective interest in Oceana held by Tiger
(which is acting purely as a facilitator in this transaction) will temporarily
increase from 39,4% up to a maximum of 60,1% (by Tiger acquiring Ocfish shares
from RAH and from certain other minorities in Ocfish) and shortly thereafter,
Tiger"s effective interest in Oceana will, after the disposal by Tiger of the
relevant Oceana shares to the OBEST and Brimstone in terms of the BEE
Transaction, return to a maximum of 39,4%.
This aspect of the BEE Transaction in which Tiger"s effective interest in Oceana
temporarily increases, would also ordinarily require Tiger to extend a mandatory
offer in terms of Rule 8 of the Code to the remaining shareholders of Oceana at
R15,21 per Oceana share. However, as the aforementioned increase in Tiger"s
effective interest, resulting in a change of control, will only be of a
temporary nature (not more than 7 days in terms of the BEE Transaction
agreement), the executive director of the SRP has indicated that an exemption in
respect of this aspect of the BEE Transaction will be granted. Tiger has,
however, in any event (having regard to the condition precedent referred to
above in respect of the Voting Pool Agreement) applied to the executive director
of the SRP for a ruling that Tiger and Brimstone be exempted from making a
mandatory offer to the remaining Oceana shareholders. Tiger has expressly
stated that, whilst it is prepared to facilitate in the BEE Transaction, it has
no intention of making such an offer to the remaining shareholders of Oceana.
The executive director of the SRP has required that this notice be published in
order to provide Oceana shareholders with the opportunity (if they so wish) to
make submissions as to why the SRP should not consent to waive the requirement
that Tiger and Brimstone extend a mandatory offer to the remaining Oceana
shareholders, as required in terms of the Code. Submissions may be made in
writing so as to be received by the executive director of the SRP by 12h00 on 17
July 2006. Submissions may be faxed to the SRP on fax number +2711 482 5635 or
may be delivered by hand to the SRP at the following address:
2 Sherborne Road
Parktown
2193.
Shareholders of Oceana will be advised in due course of the outcome of the
application.
7 July 2006
Investment bank and sponsor to Oceana
Standard Bank
Corporate law adviser to the BEE Transaction
Edward Nathan (Pty) Ltd
Sponsor to Tiger
J.P. Morgan Equities Limited
Sponsor to Brimstone
Nedbank Capital
Date: 07/07/2006 01:45:15 PM Produced by the JSE SENS Department
