| Wed 1 Nov 2006, 17:30 | | HCI - Proposed acquisition of the entire issued sh |
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HCI
HCI
HCI - Proposed acquisition of the entire issued share capital
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI & ISIN: ZAE000003257)
("HCI")
Proposed acquisition of the entire issued share capital of Nafcoc
Investment Holding Company Limited ("Nafcoc")
1. Introduction
Shareholders of HCI are advised that Black Ginger 75 (Proprietary) Limited
("Black Ginger"), a wholly owned subsidiary of HCI, has advised the board
of directors of Nafcoc of its firm intention to make a general offer to all
of the shareholders of Nafcoc to acquire the entire issued share capital of
Nafcoc ("the Offer Shares") for a cash consideration of R750 million ("the
Offer"), which notification was sent to the board of directors of Nafcoc on
Friday, 20 October 2006.
As HCI, through Black Ginger, intends, to acquire 100% of the issued shares
in the issued share capital of Nafcoc, the rules of the Securities
Regulation Code on Take-overs and Mergers and the Rules of the Securities
Regulation Panel, must be complied with. In this regard HCI shareholders
are referred to the firm intention announcement dated 1 November 2006.
The purpose of this announcement is to inform shareholders of, inter alia,
the terms and conditions of the Offer and the financial effects of the
proposed acquisition of the offer shares.
2. Nature of the business of Nafcoc
Nafcoc is a public investment holding company with interests in inter alia
the entertainment, hotel and gaming industry.
3. Rationale for the Offer
The Offer forms part of HCI"s strategic objective to increase its stake in
the gaming and hotel industry. Nafcoc"s primary asset is its 25%
shareholding in Tsogo Investment Holding Company Limited ("TIH"), which in
turn owns a 51% interest in Tsogo Sun Holdings (Proprietary) Limited
("Tsogo Sun"). Tsogo Sun is a holding company that has gaming and hotel
interests, including Montecasino in Johannesburg, Suncoast Entertainment
World in Durban, and approximately 76 hotels in the Southern Sun Hotels
group.
4. The terms of the Offer
4.1 Subject to the suspensive conditions in paragraph 6 below, Black
Ginger has offered to acquire all or part of the Offer Shares at a price of
2548 cents per share. The aforesaid price being based on the total issued
share capital of Nafcoc comprising of 29 428 721 Offer Shares.
4.2 All Nafcoc shareholders shall be treated equally and shall receive an
equal amount in respect of each Offer Share in respect of which the Offer
is accepted.
4.3 The Offer Shares will be acquired by Black Ginger with the right to
all dividends and other distributions subsequent to 20 October 2006.
5. Intention to invoke the provisions of section 440K of the Companies
Act, 1973 (Act 61 of 1973) as amended ("the Companies Act")
Shareholders are advised that in the event that acceptances in terms of the
Offer are received in respect of not less than nine-tenths of the Offer
Shares, Black Ginger intends to invoke the provisions of section 440K of
the Companies Act in order to compulsorily acquire the Offer Shares in
respect of which acceptances have not been received.
6. Conditions
6.1 The Offer will be subject to the fulfilment or written waiver by Black
Ginger (to the extent legally permissible) of the following suspensive
conditions: receipt of all necessary regulatory approvals and compliance
with all necessary regulatory requirements for the lawful implementation of
the Offer, including approvals from the relevant South African competition
authorities, JSE and the SRP, and in the event that any regulatory approval
is subject to a condition imposed by the regulator in question, such
condition must be acceptable to Black Ginger;
6.2 the acceptance of the Offer by shareholders of Nafcoc who hold in the
aggregate at least 50% (fifty percent) plus one of the Offer Shares; and
6.3 receipt of all necessary approvals from the relevant gaming
authorities for the lawful implementation of the provisions of the Offer.
7. Funding of the Offer Consideration
The offer consideration is to be funded entirely from HCI"s debt
facilities.
8. Financial effects
8.1 Shareholders are advised that:
8.1.1 the value of the net assets which HCI will acquire through the
Offer and the pro forma effect on the net assets and net tangible assets
per share of HCI are below 3% and not significant; and
8.1.2 the profits attributable to the net assets and the pro forma
effect thereof on the basic earnings and headline earnings per share of HCI
are below 3% and are not significant.
The financial effects in paragraph 8.1 above are based on information
currently available to HCI, and should further information be made
available to HCI which would require it, in terms of the JSE Listings
Requirements to disclose the impact of such further information on the
financial effects of the Offer to shareholders of HCI, HCI will notify its
shareholders accordingly.
1 November 2006
Durban
Investment Bank and Legal Advisors to Corporate Advisor
Sponsor to HCI HCI
(Logo) (Logo) (Logo)
Investec Bank ENS HJS
Limited
Date: 01/11/2006 05:30:40 PM Produced by the JSE SENS Department
