Close

Not a member yet? Register now and get started.

lock and key

Sign in to your account.

Account Login

Forgot your password?

EXCHANGE OF METTLE SHARES FOR GREENWICH SHARES

EXCHANGE OF SHARES IN METTLE LIMITED FOR SHARES IN GREENWICH GROUP LIMITED
1. INTRODUCTION

REFERENCE IS MADE TO THE ANNOUNCEMENT PUBLISHED BY METTLE LIMITED (“METTLE”)AND GREENWICH GROUP LIMITED (“GREENWICH”) THAT APPEARS ELSEWHERE IN THIS PAPER.

2. REVERSE TAKE-OVER OF GREENWICH AGREEMENT HAS BEEN REACHED IN TERMS OF WHICH GREENWICH WILL ACQUIRE ALL OF THE ISSUED SHARES IN METTLE IN EXCHANGE FOR GREENWICH SHARES (“THE TRANSACTION”). HCI WILL THEREFORE, AS A CURRENT SHAREHOLDER IN METTLE, THROUGH ITS WHOLLY-OWNED SUBSIDIARY, MERILYN INVESTMENTS (PROPRIETARY) LIMITED (“MERILYN”), EXCHANGE ITS SHAREHOLDING IN METTLE FOR SHARES IN GREENWICH. MERILYN WILL BE THE LARGEST SINGLE SHAREHOLDER IN GREENWICH WITH AN APPROXIMATE HOLDING OF 33% OF THE ORDINARY SHARES OF GREENWICH SUBSEQUENT TO THE TRANSACTION BECOMING EFFECTIVE. GREENWICH’S NAME WILL BE CHANGED FROM GREENWICH GROUP LIMITED TO METTLE LIMITED

3. TERMS OF THE TRANSACTION HCI WILL EXCHANGE THE 159 311 480 ORDINARY SHARES HELD IN METTLE FOR 242 459 942 ORDINARY SHARES TO BE ISSUED BY GREENWICH AT A PAR VALUE OF 0,1 CENTS EACH.

4. FINANCIAL EFFECTS THE TABLE BELOW SETS OUT THE PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION ON THE HEADLINE EARNINGS PER SHARE (“EPS”) OF HCI ON THE BASES THAT:

4.1. THE “BEFORE” COLUMN ARE THE FIGURES AS REFLECTED IN THE ANNUAL REPORT OF HCI FOR THE YEAR ENDED 31 MARCH 2000 ADJUSTED TO REFLECT THE INCREASE OF HCI’S INVESTMENT IN METTLE FROM 30% TO 47% SINCE THAT DATE AND INCLUDING METTLE’S EARNINGS FOR THE 12 MONTHS ENDED 30 SEPTEMBER 2000;

4.2. THE “AFTER” COLUMN ASSUMES THAT: * THE TRANSACTION WAS EFFECTIVE ON 1 APRIL 1999; AND * THE EARNINGS OF METTLE FOR THE 12 MONTHS ENDED 30 SEPTEMBER 2000 AND THE EARNINGS OF GREENWICH FOR THE YEAR ENDED 30 JUNE 2000 WERE EARNED POST THE EFFECTIVE DATE OF THE TRANSACTION. BEFORE TRANSACTION AFTER TRANSACTION % CHANGE EPS (CENTS) -19,20 -17,73 7,66 THE TRANSACTION WILL NOT HAVE A MATERIAL EFFECT ON THE NET ASSET VALUE PER SHARE OF HCI.

5. BOARD OF DIRECTORS OF GREENWICH JOHN COPELYN, THE CHIEF EXECUTIVE OFFICER OF HCI, AND GAVIN O CONNOR, THE MANAGING DIRECTOR OF METTLE, WILL BE APPOINTED AS THE NON-EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF GREENWICH RESPECTIVELY. MARCEL GOLDING AND MOHAMMED AHMED, CURRENT EXECUTIVES DIRECTORS OF HCI, WILL BE APPOINTED AS NON-EXECUTIVE DIRECTORS OF GREENWICH. 6. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT THE CAUTIONARY ANNOUNCEMENT DATED 16 NOVEMBER 2000 IS HEREBY WITHDRAWN.

Source: HCI