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OCEANA INVESTMENT CORPORATION PLC
("OCEANA")
(LISTED ON THE JOHANNESBURG STOCK EXCHANGE)
DISPOSAL OF ASSET AND CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
SHAREHOLDERS ARE ADVISED THAT OCEANA HAS DISPOSED OF ITS MAJOR ASSET, BEING ITS
ENTIRE INVESTMENT IN ETAM D(VELOPPEMENT S.C.A., A FRENCH RETAILING GROUP LISTED
IN PARIS, ON THE OPEN MARKET, EFFECTIVE AT THE CLOSE OF BUSINESS ON 17 MARCH
1998, FOR AN AMOUNT OF APPROXIMATELY GBP44M IN CASH.
OCEANA ACQUIRED THIS INVESTMENT PURSUANT TO THE RECENT MERGER BETWEEN ETAM PLC
AND ETAM D(VELOPPEMENT S.C.A. IT IS NOT OCEANA'S LONG-TERM STRATEGY TO HAVE
LARGE INVESTMENTS IN BUSINESSES IT DOES NOT CONTROL AND GIVEN THE RECENT
APPRECIATION IN THE ETAM D(VELOPPEMENT SHARE PRICE, THE DECISION WAS MADE TO
SELL THE INVESTMENT.
FOLLOWING THE ABOVE TRANSACTION, THE REMAINING ASSETS OF OCEANA CONSIST OF ITS
58% INTEREST IN GIOMA GROUP B.V., A DUTCH-BASED RESTAURANT CHAIN, AND ITS 98%
HOLDING IN HANDBAGS INTERNATIONAL (PTY) LIMITED, AN AUSTRALIAN-BASED RETAIL
CHAIN.
2. FINANCIAL EFFECTS OF THE TRANSACTION
THE FINANCIAL EFFECTS OF THE TRANSACTION ARE SET OUT BELOW:
(1) (2)
31 MARCH PROFORMA
1997
*NET EARNINGS/(LOSS) PER SHARE
FOR THE YEAR ENDED 31 MARCH 1997 (3.0P) 13.4P
NET ASSETS PER SHARE
AT 31 MARCH 1997 185.6P 257.0P
COLUMN (1) SETS OUT OCEANA'S ACTUAL NET LOSS PER SHARE FOR THE YEAR ENDED 31
MARCH 1997 AND NET ASSET VALUE PER SHARE AT THAT DATE AS REFLECTED IN THE
LATEST ANNUAL AUDITED FINANCIAL STATEMENTS OF OCEANA. COLUMN (2) REFLECTS THE
FINANCIAL EFFECTS OF THE TRANSACTION ON EARNINGS AND NET ASSET VALUE PER SHARE,
FOR THE YEAR ENDED 31 MARCH 1997, HAD THE TRANSACTION BEEN EFFECTIVE FROM 1
APRIL 1996 AND HAD THE SALE PROCEEDS BEEN INVESTED AT A GROSS YIELD OF 6,5%
P.A. ADJUSTED FOR THE TRANSACTION.
* DOES NOT TAKE ACCOUNT OF PROFITS AND LOSSES ON DISPOSAL OF INTERESTS IN ETAM
PLC AND ETAM D(VELOPPEMENT S.C.A.
3. DOCUMENTATION
A CIRCULAR, WHICH IS SUBJECT TO THE APPROVAL OF THE JOHANNESBURG STOCK
EXCHANGE, CONTAINING DETAILS OF THE DISPOSAL, WILL BE ISSUED TOGETHER WITH A
NOTICE OF MEETING OF THE SHAREHOLDERS OF OCEANA AND OTHER RELEVANT INFORMATION
IN DUE COURSE.
4. CAUTIONARY ANNOUNCEMENT
SHAREHOLDERS ARE INFORMED THAT DISCUSSIONS ARE TAKING PLACE WHICH MAY OR MAY
NOT LEAD TO AN OFFER BEING MADE FOR THE COMPANY. SHAREHOLDERS SHOULD
ACCORDINGLY EXERCISE CAUTION WHEN DEALING IN THEIR SHARES UNTIL A FURTHER
ANNOUNCEMENT IS MADE.
5. DISCLOSURE OF DEALINGS DURING THE OFFER PERIOD
THE CAUTIONARY ANNOUNCEMENT SET OUT IN PARAGRAPH 4 ABOVE COMMENCES AN OFFER
PERIOD FOR THE PURPOSES OF THE CITY CODE ON TAKE-OVERS AND MERGERS IN THE
UNITED KINGDOM ("CITY CODE").
5.1 DEALINGS BY THE OFFEROR, ITS ASSOCIATES AND THE OFFEREE'S ASSOCIATES (RULE
8.1 OF THE CITY CODE)
DEALINGS IN SHARES OF OCEANA BY THE OFFEROR, ITS ASSOCIATES OR BY ANY ASSOCIATE
OF THE OFFEREE, FOR THEMSELVES DURING THE OFFER PERIOD MUST BE PUBLICLY
DISCLOSED. DEALINGS BY ANY SUCH ASSOCIATE ON BEHALF OF DISCRETIONARY CLIENTS
MUST ALSO BE PUBLICLY DISCLOSED EXCEPT WHERE THE ASSOCIATE IS AN EXEMPT FUND
MANAGER WITHIN THE MEANING OF THE CITY CODE WHEN PRIVATE DISCLOSURE ONLY IS
REQUIRED.
5.2 DEALINGS BY 1% SHAREHOLDERS (RULE 8.3 OF THE CITY CODE)
IF DURING THE OFFER PERIOD, A PERSON OR PERSONS, ACTING ALONE OR TOGETHER, OWNS
OR CONTROLS, WHETHER DIRECTLY OR INDIRECTLY, 1% OR MORE OF OCEANA'S SHARES, OR
WOULD AS A RESULT OF ANY DEALINGS, SO OWN OR CONTROL 1% OR MORE OF OCEANA'S
SHARES, THEN DEALINGS BY THAT PERSON OR PERSONS MUST BE PUBLICLY DISCLOSED.
5.3 METHOD OF DISCLOSURE
DISCLOSURES SHOULD BE MADE ON THE APPROPRIATE FORMS BEFORE 12 NOON LONDON TIME
ON THE BUSINESS DAY FOLLOWING THE DATE OF THE DEALING TRANSACTION. PERSONS
AFFECTED BY THE DISCLOSURE REQUIREMENTS SHOULD CONTACT THEIR FINANCIAL ADVISER
AS TO THE MANNER AND PROCEDURE OF THE DISCLOSURE PROCESS.
LONDON
31 MARCH 1998
