| Wed 17 Jan 2007, 15:57 | | NSX - NMS - NAMSEA - Offer to all shareholders of |
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NMS
NMS
NSX - NMS - NAMSEA - Offer to all shareholders of NAMSEA other than NAMSOV
Fishing Enterprises (PTY) LTD ("NFE")
NAMIBIAN SEA PRODUCTS LIMITED
("NAMSEA" OR "THE COMPANY")
(Incorporated in the Republic of Namibia)
(Registration no. 709/1953)
NSX SHARE CODE : NAS
JSE SHARE CODE : NMS
ISIN : NA0008640246
OFFER TO ALL SHAREHOLDERS OF NAMSEA OTHER THAN NAMSOV FISHING ENTERPRISES
(PTY) LTD ("NFE")
1. Introduction
The Bidvest Group Limited ("Bidvest") intends to consolidate its fishing
interests in Namibia under NFE, in which it holds a controlling interest.
Shareholders are referred to the announcements by Namsea on 4 December 2006,
announcing that NFE acquired the 72% shareholding previously held by BB
Investment Company (Pty) Ltd, a subsidiary of Bidvest, in Namsea at 16 c per
share as well as the announcement on 11 January 2007. Namsea received an
offer on 5 January 2007 from NFE stating that NFE would like to extend an
offer ("the offer") to all the Namsea shareholders, other than NFE ("scheme
members"), to acquire the remaining Namsea shares not already held by NFE
("offer shares"), being approximately 32.5 million shares.
2. The offer
a. Terms of the offer
Subject to the fulfillment of the offer conditions, NFE hereby offers to
acquire from the scheme members the offer shares for a cash consideration of
18 cents for every share in Namsea.
The offer contained herein will be implemented to acquire all the offer
shares by way of a scheme of arrangement ("the scheme") in terms of section
311 of the Namibian Companies Act, 1973 (Act 61 of 1973), as amended (the
"Act"). The scheme of arrangement will be between Namsea and the holders of
ordinary shares in Namsea ("scheme members"), other than NFE. The circular
to shareholders will propose that NFE will acquire all of the Namsea shares
held by the scheme members ("scheme shares") and to consequently delist
Namsea from the NSX.
If the scheme is approved by the requisite majority of scheme members and
the remaining conditions precedent to the scheme are fulfilled, including
sanctioning of the scheme by the Namibian High Court, Namsea shareholders,
registered as such on the record date of the scheme, and entitled to
participate in the scheme ("scheme participants"), will receive the offer
consideration.
b. Additional Option to Namsea shareholders
Bidvest is an international services, trading and distribution company
listed on the JSE in South Africa and operates on four continents and has a
market capitalisation in excess of R40 billion. Bidvest operations in
Namibia include Fishing, stationery, office supplies, foodservice
distribution and freight management services. The intention of Bidvest is to
expand its base in Namibia to other sectors, creating a significant
investment company that will be listed, subject to all regulatory approvals,
on the NSX through "Listco" (a company incorporated in Namibia) which will
own Bidvest`s Namibian interests.
Namsea shareholders registered as such on 30 March 2007, will have the
option to purchase new "Listco" shares equal to the value of the offer
shares held by the individual Namsea shareholders at a 10% discount on the
listing value of "Listco" shares. This option is subject to the scheme being
approved and implemented and "Listco" being listed on the Namibian Stock
Exchange ("NSX") before the end of 2007. This option is not transferable
and must be exercised by the date of the Listing of Listco. More detail in
respect of Listco and the option will be contained in the scheme circular.
c. Scheme Conditions Precedent
The scheme will be subject to the fulfillment of various conditions
precedent before it becomes operative, as set out below:
1.1 the Namibian High Court granting the required leave to convene the
scheme meeting;
1.2 the scheme being approved, at the scheme meeting, by a majority
representing 75% of the votes exercisable by the shareholders present and
voting either in person or by proxy;
1.3 the scheme approval requirements of the Namibian Stock Exchange;
1.4 the scheme being sanctioned by the Namibian High Court;
1.5 a certified copy of the Orders of Court sanctioning the scheme being
registered by the Namibian Registrar of Companies in terms of the Act by the
end of June 2007; and
1.6 all required regulatory approvals, including the required approval of
the Namibian Competition Authorities, Namibian Ministry of Fisheries and
Marine Resources and Namibian Stock Exchange ("NSX").
3. Timing
Application will be made to the Namibian High Court on or about 23 February
2007 for an order to convene the scheme meeting. The scheme meeting is then
expected to be held on or about 11 April 2007 and the scheme if it becomes
unconditional, is expected to be implemented on or about 8 May 2007.
A scheme circular (including the notice convening the scheme meeting and an
opinion from the directors of Namsea on the offer) will be distributed to
all Namsea shareholders on or about 5 March 2007.
4. Shareholders are advised to exercise caution when dealing in their Namsea
shares until publication of the scheme circular.
Windhoek
17 January 2007
Sponsor to Namsea in Namibia Sponsor to Namsea in South
Africa
Investment House Namibia (Pty) Ltd PSG Capital Limited
Member of the Namibian Stock Exchange
Date: 17/01/2007 15:57:01 Produced by the JSE SENS Department.
