| Thu 23 Nov 2006, 16:19 | | Nafhold - Offer from a wholly owned subsidiary |
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JSE
GEN
Nafhold - Offer from a wholly owned subsidiary
Nafcoc Investment Holding Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/008497/06)
("Nafhold")
OFFER FROM A WHOLLY OWNED SUBSIDIARY OF HOSKEN CONSOLIDATED
INVESTMENTS LIMITED ("HCI") TO ACQUIRE ALL THE ISSUED SHARES IN
NAFHOLD
1. Shareholders of Nafhold are advised that the board of Nafhold has
met and considered the unsolicited offer (the "offer") by Black Ginger
75 (Proprietary) Limited ("Black Ginger"), an unlisted wholly owned
subsidiary of HCI, to acquire all the issued shares in Nafhold.
2. In considering the offer, the board has had regard to various
factors including the following:
2.1. Nafhold is an empowerment organisation formed to advance the
interests of previously disadvantaged South African communities and,
in particular, members of the National African Federated Chamber of
Commerce and Industry ("Nafcoc");
2.2. for this reason, the issued shares in Nafhold are predominantly
held by trusts (some of which are in the process of being formalised)
reflecting broad indirect participation by Nafcoc"s members;
2.3. through investment activities, Nafhold generates opportunities
and benefits in order to ensure its sustainability as a leading
contributor to black economic empowerment through businesses
contributing to economic growth and development, job creation and
wealth distribution, for the benefit of Nafcoc members;
2.4. in recognition of the origins and nature of Nafcoc, several of
the trusts which are or are to become shareholders of Nafhold require
(or will require) the consent of the board of Nafhold in order to sell
any shares in Nafhold;
2.5. at present the board would regard the sale of Nafhold"s
investment interest in Tsogo Sun Investment Holding Company (Pty)
Limited (the "Tsogo Sun interest") in terms of the offer as
inopportune, for several reasons pertaining to the expected future
growth in the value of the Tsogo Sun interest, the process pursuant to
which Nafhold is objecting to HCI"s conditional acquisition of Fabcos"
investment interest in Tsogo Sun Investment Holding Company (Pty)
Limited, and restructurings underway affecting Nafhold internally and
its shareholders;
2.6. on the information available to it, Nafhold would not be a seller
of its Tsogo Sun interest at the price offered by Black Ginger. This
is presumably the reason why HCI has engineered the offer to Nafhold
shareholders as opposed to a direct approach to the Nafhold board to
acquire only the Tsogo Sun interest and not Nafhold"s other assets and
investments;
2.7. in addition, the offer price appears to place no value on the
assets and investments of Nafhold other than the Tsogo Sun interest;
and
2.8. at the offer price proposed by Black Ginger, several other
parties have indicated their interest in acquiring Nafhold"s Tsogo Sun
interest only.
3. The board has resolved not to approve any disposal by the
trustees of the Nafto Investment Trust, the NIC Investment Trust, the
Salta Investment Trust, the Nafcoc Eastern Cape Investment Trust, the
Nafcoc Free State Investment Trust, the Nafcoc KwaZuluNatal Investment
Trust, the Nafcoc Limpopo Investment Trust, the Nafcoc Mpumalanga
Investment Trust and the Nafcoc Northern Cape Investment Trust of all
or any of their respective shares in Nafhold to Black Ginger pursuant
to the offer.
4. The offer is subject to conditions including acceptance by
shareholders of Nafhold who hold in the aggregate at least 50% plus 1
of the issued shares in Nafhold. It is not expected that any Nafhold
shareholders would accept the offer. When this has been confirmed,
Nafhold will inform HCI and the Securities Regulation Panel in order
to avoid further unnecessary process in this regard.
5. Nafhold directors accept responsibility for the information
contained in this announcement and that to the best of their knowledge
and belief (having taken all reasonable care to ensure that such is
the case) the information contained in this announcement is in
accordance with the facts and this announcement does not omit anything
likely to affect the import of such information.
6. Shareholders are advised to exercise caution in dealing with
their shares.
Sandton
23 November 2006
External Advisor
Java Capital (Proprietary) Limited
Attorneys
Werksmans
Date: 23/11/2006 04:19:04 PM Produced by the JSE SENS Department
