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HCI
HCI
HCI - Firm Intention Announcement To The Shareholders Of Nafcoc
Investment Holding Company Limited ("Nafcoc")
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI ISIN: ZAE000003257)
("HCI")
FIRM INTENTION ANNOUNCEMENT TO THE SHAREHOLDERS OF NAFCOC INVESTMENT HOLDING
COMPANY LIMITED ("NAFCOC")
PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF NAFCOC
1. Introduction
Shareholders of Nafcoc Investment Holding Company Limited ("Nafcoc") 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.
2. 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, 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.
3. The Offer
3.1 Terms of the Offer
3.1.1 Subject to the suspensive conditions in paragraph 4 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.
3.1.2 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.
3.1.3 The Offer Shares will be acquired by Black Ginger with the right to
all dividends and other distributions subsequent to 20 October 2006.
3.2 Intention to invoke the provisions of section 440K of the Companies Act,
1973 (Act 61 of 1973) as amended ("the Companies Act")
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.
3.3 Payment of the offer consideration and cash confirmation
The Securities Regulation Panel ("SRP") has been furnished with written
confirmation that Black Ginger has sufficient cash resources and / or facilities
with which to meet its obligations in terms of the Offer.
4. Conditions
The Offer will be subject to the fulfilment or written waiver by Black Ginger
(to the extent legally permissible) of the following suspensive conditions:
4.1 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 SRP
and JSE, 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;
4.2 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
receipt of all necessary approvals from the relevant gaming authorities for the
4.3 lawful implementation of the provisions of the Offer.
5. Irrevocable commitments
Black Ginger has not received irrevocable commitments from any of the Nafcoc
shareholders to accept the offer. Furthermore, neither Black Ginger, HCI or any
party acting in concert with Black Ginger or HCI, own or control any securities
in Nafcoc, or hold any options to purchase securities in Nafcoc.
6. Arrangements
There are no arrangements that exist between Black Ginger, HCI, Nafcoc or any
person acting in concert with Black Ginger, HCI or Nafcoc, in relation to the
Offer Shares.
7. Offer document
An offer document containing further information regarding the Offer is expected
to be posted to the shareholders of Nafcoc in due course.
1 November 2006
Durban
Investment Bank and Legal Advisors to Corporate Advisor
Sponsor to HCI HCI
Investec Bank (Logo) (Logo)
Limited ENS HJS
Date: 01/11/2006 05:28:26 PM Produced by the JSE SENS Department
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