| Thu 25 Jan 2007, 16:11 | | HCI - Increased consideration and revised term |
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HCI
HCI
HCI - Increased consideration and revised terms of the offer to the
shareholders of Nafhold
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI & ISIN: ZAE000003257)
Announcement of the increased consideration and revised terms of the
offer to the shareholders of Nafcoc Investment Holding Company Limited
("Nafhold")
1. Introduction
The shareholders of HCI and Nafhold are referred to the
announcement published by HCI on the Securities Exchange News
Service ("SENS") of the JSE Limited ("JSE") and in the press on 1
November 2006, as well as the circular ("offer circular") posted
to all of the holders of ordinary share in Nafhold ("Nafhold
shareholders") on 28 November 2006, detailing the terms of the
offer ("the offer") extended by HCI, through its wholly-owned
subsidiary, Black Ginger 75 (Proprietary) Limited ("Black
Ginger"), Nafhold shareholders, to acquire all of the issued
ordinary shares in the capital of Nafhold ("offer shares") from
them.
2. Original terms of the offer
In the offer circular, HCI offered, through Black Ginger, subject
to the fulfilment of the conditions precedent set forth in
paragraph 4.7 of the offer circular ("conditions precedent") and
the other terms specified in the offer circular, to acquire all of
the offer shares in respect of which it receives valid acceptances
by the closing date, as defined in the offer circular ("closing
date) in return for a (cash) offer consideration of 2548 cents per
offer share ("offer consideration"), assuming:-
* firstly, that no adjustments to the offer consideration (as
contemplated in terms of paragraph 4.4 of the offer circular)
are made; and
* secondly, that 29 428 721 offer shares are in issue as at the
closing date.
In terms of the offer, the aggregate offer consideration amounts
to R750 million.
3. Increased offer consideration
The directors of HCI and Black Ginger have resolved to increase
the offer consideration to 3058 cents per offer share ("increased
offer consideration"), amounting to an aggregate increased offer
consideration of R900 million.
The increased offer consideration remains subject to the
assumptions referred to in paragraph 2 above, and shall be paid to
Nafhold shareholders as set out in paragraph 4 below.
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, pursuant to acceptances of the increased
offer consideration.
4. Revision of cash settlement terms of the offer
The increased offer consideration shall be paid to Nafhold
shareholders who accept the offer prior to the closing date, as
follows:-
* the incentive amount (as defined in the offer circular)
within 3 business days of acceptance of the offer (as is
currently provided for in paragraph 4.5 of the offer
circular);
* depending on the level of acceptance of the offer, up to
a maximum of R775 million (that is, 86% of the increased
offer consideration) on fulfilment of the conditions
precedent; and
* the balance of the increased offer consideration on the
later of the acquisition date (as defined in the offer
circular) ("acquisition date") and the date on which the
auditors of Nafhold certify that the liabilities of
Nafhold do not exceed R2 million and, to the extent that
such liabilities exceed R2 million, the balance of the
increased offer consideration shall be reduced
accordingly.
5. Potential disposal by Nafhold of assets other than its 25%
shareholding in TIH
HCI and Black Ginger have agreed to allow Nafhold to dispose of
its assets, other than its 25% shareholding in Tsogo Investment
Holding Company (Proprietary) Limited ("the TIH asset"), prior to
the acquisition date, without HCI or Black Ginger invoking the
provisions of paragraph 4.4.1.4 of the offer circular.
Paragraph 4.4.1.4 of the offer circular stipulates that between 20
October 2006 and the acquisition date, Nafhold shall not dispose
of any assets, the cumulative value of which exceed R2 million
and, if Nafhold does dispose of assets the cumulative value of
which exceed R2 million, Black Ginger shall be entitled to either
reduce the aggregate cash consideration or elect not to proceed
with the implementation of the offer.
The effect of this revision to the terms of the offer is that,
save for the TIH asset, Nafhold shall be entitled to dispose of
all of its other assets prior to the acquisition date without such
disposal resulting in any reduction of the increased offer
consideration or in Black Ginger not electing to proceed with the
implementation of the offer.
6. Waiver of the condition precedent pertaining to acceptances
In terms of the offer circular, the offer is subject, inter alia,
to the acceptance of the offer by Nafcoc shareholders who hold in
the aggregate at least 50% plus 1 of the offer shares ("the
condition precedent pertaining to acceptances").
The directors of HCI and Black Ginger have resolved to waive the
condition precedent pertaining to acceptances.
Accordingly, the offer is no longer subject to the offer being
accepted by Nafcoc shareholders who hold in the aggregate at least
50% plus 1 of the offer shares.
7. Conditions precedent
As specified in paragraph 4.7 of the offer circular and as is
furthermore set out in this announcement, the offer remains
subject to the fulfilment or written waiver by Black Ginger (to
the extent legally permissible) of the following conditions
precedent:
* 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, the SRP and
the 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; and
* receipt of all necessary approvals from the relevant Gaming
Authorities for the lawful implementation of the provisions
of the offer.
8. Remaining terms of the offer
Save as is set out in this announcement, all of the remaining
terms and conditions of the offer, as contained in the offer
circular, remain unchanged.
9. Closing date
The offer remains open and will close at 12h00 on the closing
date, which date shall, after requisite approval from the SRP, be
released on SENS and published in the press in due course, at
least 14 days prior to the closing date.
25 January 2007
Cape Town
Investment Bank and Sponsor to HCI
Investec Bank Limited
Legal Advisors to HCI
Edward Nathan Sonnenbergs
Corporate Advisor
HJS Advisory Services (Proprietary) Limited
Date: 25/01/2007 16:11:01 Produced by the JSE SENS Department.
