- February 5, 2007
- Posted by: admin
- Category: SENS Announcements
Shareholders of HCI are advised that HCI has exercised a call option for
the acquisition of a further 15% interest in Catwalk Investments 167 (Pty)
Ltd (“Catwalk”) from Mr Jabulani Albert Mabuza (“Mabuza”) (“the
transaction”). Currently, 15% of the shares in the issued share capital of
Catwalk are held by Mabuza and 85% by HCI.
Catwalk effectively holds a 4,6% interest in Tsogo Investment Holding
Company (Pty) Ltd (“TIH”) via Catwalk Leisure Investments (Pty) Limited
(formerly known as African Renaissance Investment Holdings (Pty) Ltd).
In terms of the transaction, HCI will acquire the remaining 15% interest in
Catwalk (“Catwalk shares”) from Mabuza for a total consideration of R26,5
million, which consideration shall be paid to Mabuza as set out in
paragraph 5 below.
Following the implementation of the transaction, HCI will own 100% of the
issued share capital of Catwalk and, consequently, will further increase
its indirect investment in TIH by 0.69% to an effective 65,36%.
2. Nature of business of Catwalk
Catwalk is an investment holding company, which effectively holds a 4,6%
interest in TIH. TIH is the controlling shareholder of Tsogo Sun Group
(Pty) Ltd, which company is actively involved in the hotel and gaming
In line with HCI`s strategy, HCI will increase its effective interest in
TIH, thereby obtaining an increased exposure to the Tsogo Sun group of
4. Effective date
The transaction is effective immediately.
The consideration payable by HCI to Mabuza in terms of the transaction is
R26,5 million payable as follows :
– by delivering to Mabuza 485 555 ordinary issued shares in the share
capital of HCI (“the consideration shares”); and
– an amount of R4 650 025 to Mabuza in cash.
Payment by HCI to Mabuza shall take place within 14 days of the fulfilment
of the suspensive conditions and against delivery to HCI of the Catwalk
shares (“the payment date”).
Application for the listing of an additional 485 555 new HCI shares on the
JSE will be made on or about the 6th February 2007.
6. Small related party transaction
Mabuza is a non-executive director of HCI and an executive director of a
subsidiary of HCI. Accordingly, in terms of the relevant JSE listings
– Mabuza is a related party to HCI; and
– the transaction is a small related party transaction.
HCI has appointed Moores Rowland Corporate Finance (Pty) Ltd (“Moores
Rowland”) as independent professional expert to provide written
confirmation to the JSE that the transaction is fair and reasonable to
shareholders of HCI (“the fair and reasonable opinion”). Moores Rowland
have confirmed that the transaction is fair and reasonable to shareholders
of HCI and have submitted the fair and reasonable opinion to the JSE who
have approved it. The fair and reasonable opinion will be available for
inspection at the offices of HCI during normal business hours from the date
of this announcement until 9 March 2007.
7. Financial effects
The financial effects of the transaction on the published consolidated
unaudited results of HCI for the 6 months ended 30 September 2006 are not