- August 4, 2008
- Posted by: admin
- Category: SENS Announcements
1. Compulsory acquisition and payment of consideration
HCI and Johnnic shareholders are referred to the announcement dated Wednesday, 23 July 2008 pursuant to which announcement the closing date in respect of the offer by Mercanto Investments (Proprietary) Limited, a wholly- owned subsidiary of HCI (“Mercanto”) to the shareholders of Johnnic (the “offer”) was made known (the “closing date”) and to the circular posted on Monday, 21 July 2008 which sets out the terms of the offer (the “offer circular”). Johnnic shareholders are referred to the circular posted on 4 August 2008, which incorporates a notice by Mercanto in terms of section 440K of the Companies Act, No. 61 of 1973, as amended (the “Companies Act”) (the “440K circular”). Mercanto confirms that it will, in accordance with section 440K of the Companies Act, compulsorily acquire those Johnnic ordinary shares (“Johnnic shares”) not already held by HCI and its subsidiaries and in respect of which the offer is not accepted prior to the closing date (the “remaining Johnnic shares”) from the holders of such shares (the “remaining Johnnic shareholders”), for the cash consideration of R16.75 per Johnnic share held (the “cash consideration”). Johnnic shareholders who accept the offer prior to the closing date will still have the option to elect either the cash consideration or the combined share and partial cash consideration as set out in the offer circular. Johnnic shareholders whose Johnnic shares will be compulsorily acquired are referred to the 440K circular for details of settlement in respect of their Johnnic shares. 2. Suspension of the listing of Johnnic on the JSE The listing of Johnnic shares will be suspended on the JSE with effect from the commencement of trade on the JSE Limited (the “JSE”) on Tuesday, 5 August 2008. The listing of Johnnic shares on the JSE will be terminated with effect from the commencement of trade on the JSE on Thursday, 25 September 2008, unless an application is made to the High Court of South Africa (the “Court”) to prevent the compulsory acquisition of the remaining Johnnic shares and the Court orders that Mercanto shall not be entitled to invoke the compulsory acquisition of the remaining Johnnic shares or the Court imposes conditions or terms which are different from those in the offer circular read together with the 440K circular. 3. Salient dates and times The salient dates and times relating to the implementation of section 440K of the Companies Act by Mercanto are set out in the table below: 2008 Notice given in terms of section 440K(1) of Monday, 4 August the Companies Act on Listing of Johnnic shares suspended on the Tuesday, 5 August JSE with effect from the commencement of trade on Last day to trade in order for Johnnic Friday, 8 August shareholders to participate in the offer Johnnic shares trade ex the right to Monday, 11 August participate in the offer Offer consideration settlement date in Monday, 11 August respect of firm acceptances of the offer received before 12:00 on Friday, 8 August 2008 Record date on which Johnnic shareholders Friday, 15 August must be recorded in the register in order to participate in the offer Closing date of the offer at 12:00 on Friday, 15 August Offer consideration settlement date in Monday, 18 August respect of firm acceptances of the offer received before 12:00 on Friday, 15 August 2008 Last day to apply to the Court in terms of Monday, 15 September section 440K(1) of the Companies Act Compulsory acquisition of the Johnnic shares Tuesday, 16 September held by the remaining Johnnic shareholders who have not accepted the offer contained in the offer circular becomes effective at the commencement of business on Date of payment of the cash consideration Within seven calendar days of to: the later of the expiry of the (i) Johnnic in respect of Johnnic notice or the dismissal of any certificated shareholders; and application to the Court made in (ii) dematerialised Johnnic shareholders` terms of section 440K(1) of the accounts Companies Act (or if not a who have not accepted the offer contained business day, the next business in the offer circular day) Termination of the listing of Johnnic shares on the JSE from the commencement of trade on Thursday, 25 September * The ab
ove dates and times are subject to amendment, subject to prior written approval from the SRP being obtained, at the discretion of HCI and/or Johnnic. Any such amendment will be released on SENS and published in the South African press. * The date of the termination of the listing of Johnnic shares on the JSE in the 440K circular is Wednesday, 24 September 2008, however since this is not a business day, the termination date will be Thursday, 25 September 2008.