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ACQUISITION ANNOUNCEMENT

BFS Capital LTD is authorised to announce that the purchasers have, with effect from 1 April 1998, entered into an agreement, subject to the conditions precedent detailed below, whereby they will each acquire one half of the entire shareholdings that Yabeng Investment Holding Company LTD and Yabeng Finance (PTY) LTD (jointly “the vendors”) hold in Unibank Group LTD (“Unibank”), representing in total approximately 27,16% of Unibank, for a combined aggregate consideration of approximately R156 000 000 (“the acquisition”).

Rationale for the acquisition

The purchasers acquired their respective original interest of 32,59% each in Unibank in view of the attractive returns offered by the financial services industry. Since that time, the purchasers have been able to create a number of synergies between their investments in Unibank and their other interests.

It follows on that the purchasers have acquired the additional interests in Unibank with a view to enabling them to further focus the business of Unibank and create additional synergies.

The business of Unibank

Unibank is a registered bank controlling company that focuses on the development of financial services that satisfy the needs of carefully selected niche markets.

Unibank continues to demonstrate solid growth in its client base and resultant earnings and this is expected to continue into the future.

Settlement of the consideration

The combined aggregate purchase consideration will be discharged through a respective cash settlement made to each of the vendors, with the purchasers each being responsible for one half of each such payment.

Financial effects

The net effects detailed below are based on the following assumptions:

– acquisition effective as at 1 October 1997

– earnings of Unibank for the 6 months ended 31 March 1998

– annualised HCI earnings for the 6 months ended 30 September 1997

– SG earnings for the year ended 31 March 1998

Earnings per share

There would have been no significant impact on the respective earnings per share of the purchasers.

Net asset value Cents per share HCI SG

Net asset value (fully diluted) 0 14,33

Conditions precedent

The acquisition is subject to the fulfilment of all of the following:

The consent of the registrar of banks, and the vendors having obtained all such necessary approvals as may be required from their respective members.

Reminder of cautionary announcement

The joint cautionary announcement placed by the purchasers in the press on 13 May 1998 remains in effect and shareholders are thus advised to continue exercising caution in their respective share dealings until a further announcement is made in this regard.

Source: HCI & SUPER GROUP