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CAE
CAE
Cape Empowerment Trust - Acquisition Of Sancino Litho (Proprietary)
Limited, trading as Mills Litho Further Cautionary
Announcement
Cape Empowerment Trust Limited
(Incorporated in the Republic of South Africa)
(Registration number1998/014606/06 )
Share code: CAE
ISIN: ZAE000016952
("Cape Empowerment Trust")
ACQUISITION OF SANCINO LITHO (PROPRIETARY) LIMITED, trading as MILLS LITHO
FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Further to the cautionary announcement dated 20 November 2006, Cape
Empowerment Trust is pleased to announce that it has entered into an
agreement in terms of which it will acquire all of the shares in the
capital of and all of the shareholders claims on loan account against
Sancino Litho (Proprietary) Limited, trading as Mills Litho ("Mills
Litho")("the Mills Litho Acquisition").
2. Background and rationale to the Mills Litho Acquisition
It is part of Cape Empowerment Trust"s stated investment strategy to
acquire profitable cash generative businesses which have good track
records and sound management. The Mills Litho Transaction is an
acquisition made in pursuance of this strategy.
Mills Litho operates a long established and successful lithographical
printing business based in the Western Cape. Mills Litho is expected
to make a positive contribution to Cape Empowerment Trust"s profits
and cash flow.
Mills Litho is already a black owned and controlled entity by virtue
of being a subsidiary of Sancino Projects Limited ("Sancino"), and
will continue to enjoy this status by virtue of being a subsidiary of
Cape Empowerment Trust.
3. Terms and conditions
In terms of an agreement entered into between Cape Empowerment Trust
and Sancino on 29 November 2006, Cape Empowerment Trust will purchase
from Sancino all of the shares in the capital of and all of the
shareholders claims on loan account against Mills Litho.
The consideration price payable in terms of the Mills Litho
Transaction is R 15 200 000.
Cape Empowerment Trust shall pay such consideration, at its election,
in cash, or by way of an issue of new Cape Empowerment Trust Shares in
terms of a "vendor consideration placing" at up to the maximum
discount permissible in terms of the JSE Listings Requirements, or by
of a combination of the aforegoing.
In terms of the JSE Listings Requirements the Mills Litho Transaction
is smaller than a category 3 transaction for Cape Empowerment Trust
and does not require the approval of its shareholders.
The Mills Litho Transaction is subject to the following suspensive
conditions -
* if required, the approval of Sancino shareholders in general
meeting; and
* the approval of the competition authorities,
by not later than 28 February 2007, and shall be implemented
immediately after such approvals have been obtained.
Sancino has given limited warranties in respect of the subject mater
of the sale and in respect of Mills Litho.
4. Further cautionary announcement
Cape Empowerment Trust remains involved in unrelated discussions and
negotiations which, if successfully concluded, may have an impact on
the price at which the company"s shares trade on the JSE.
Accordingly, Cape Empowerment Trust shareholders are advised to
continue to exercise caution in dealing with their Cape Empowerment
Trust shares until a further announcement has been published in this
regard.
Cape Town
7 December 2006
Corporate advisor and sponsor
Sasfin Capital
(A Division of Sasfin Bank Limited)
Legal Advisor
Hofmeyr Herbstein & Gihwala Inc
Date: 07/12/2006 12:35:20 PM Produced by the JSE SENS Department
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