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ZED - Zeder Investments - Announcement of firm intention to make a mandatory
offer to the shareholders of KWV Holdings Limited ("KWV HOLDINGS")
Zeder Investments Limited
(Incorporated in the Republic of South Africa)
Registration Number: 2006/019240/06
Share Code: ZED
ISIN Code: ZAE000088431
("Zeder")
ANNOUNCEMENT OF FIRM INTENTION TO MAKE A MANDATORY OFFER TO THE SHAREHOLDERS OF
KWV HOLDINGS LIMITED ("KWV Holdings")
1 INTRODUCTION
1.1 Shareholders of KWV Holdings are hereby advised that the board of
directors of KWV Holdings ("the KWV Holdings Board") has received
formal notification from Zeder that Zeder and Rootstock Capital
(Proprietary) Limited (hereinafter collectively referred to as "the
Offerors") will make a joint offer to acquire the ordinary shares of
shareholders in KWV Holdings (referred to as "the Offer"). The
salient terms of the Offer are set out in paragraph 3 below.
1.2 Zeder currently owns approximately 35.05% and Rootstock Capital
(Proprietary) Limited ("Rootstock") currently owns approximately 2.24%
of the ordinary shares in KWV Holdings.
2 BACKGROUND TO THE OFFER
2.1 On 7 April 2010, Rootstock acquired an additional 1 300 000 shares and
Zeder acquired an additional 2 700 000 shares over the counter in KWV
Holdings.
2.2 The aforementioned acquisition has resulted in Zeder`s shareholding in
KWV Holdings increasing from 31.4% to 35.05%. This, in turn, has
obliged Zeder, in terms of Rule 8 of the Securities Regulation Code on
Takeovers and Mergers and the Rules of the Securities Regulation Panel
("the Code") to make a mandatory offer to the shareholders of KWV
Holdings to acquire their shares in KWV Holdings.
2.3 Given the fact that Rootstock and Zeder acquired the additional shares
referred to in paragraph 2.1 above as part of the same transaction,
Rootstock will participate as a co-offeror with Zeder in terms of the
mandatory offer. Rootstock and Zeder are accordingly regarded as
parties acting in concert for the purposes of the Code. The two
entities have no other arrangement in place.
3 THE OFFER
The salient terms of the mandatory offer are as follows:
3.1 Joint offer
The Offerors shall jointly make an offer to the shareholders of KWV
Holdings, other than Zeder and Rootstock ("the KWV Holdings
Shareholders"), to acquire all of their ordinary shares in KWV
Holdings in exchange for the offer consideration set out in paragraph
3.2 below ("the Offer"). The KWV Holdings Shareholders will be
entitled to accept the Offer in whole or in part.
3.2 The offer consideration
3.2.1 The offer consideration payable to the KWV Holdings Shareholders shall
be R9.60 per ordinary share in respect of which the Offer is accepted.
The offer consideration constitutes a discount of 6.34% to the 30-day
volume weighted price of such shares on the over the counter market as
at 1 April 2010.
3.2.2 The offer consideration shall be payable in cash.
3.3 The Offer period
The Offer will be open for acceptance from 09:00 on Tuesday, 4 May
2010 and will close at 12:00 on Friday, 28 May 2010 ("the Closing
Date"). The Offerors reserve the right to extend the Closing Date of
the Offer, with the prior approval of the Securities Regulation Panel
("SRP"). Any such extension will be published in the press prior to
the Closing Date.
3.4 Allocation of KWV Holdings shares acquired in terms of the Offer
Shares acquired in terms of the Offer will be allocated between Zeder
and Rootstock on the following basis:
3.4.1 75% of the shares surrendered in terms of the Offer shall be allocated
to Zeder; and
3.4.2 25% of the shares surrendered in terms of the Offer shall be allocated
to Rootstock subject to a maximum of 783 333 shares being allocated to
Rootstock.
If and when Rootstock has been allocated the maximum number of shares
as described in paragraph 3.4.2 above, any remaining shares acquired
thereafter in terms of the Offer will be allocated to Zeder.
3.5 Condition precedent
The Offer will be subject to fulfilment of the condition precedent
that should sufficient acceptances of the Offer be received such that
Zeder obtains control of KWV Holdings as contemplated by the
Competition Act, the implementation of the Offer will be subject to
the required approval from the Competition authorities.
In such event, the offer consideration payable to KWV Holdings
Shareholders who have accepted the Offer will earn interest at a rate
of 4.1% per annum, compounded monthly, which interest shall be payable
for the period from the Closing Date to the date that the approval is
obtained from the Competition authorities.
4 Cash confirmation
The SRP has received written confirmations, as contemplated in Rule 2.3.2
(b) and 21.7 of the Code, from Rand Merchant Bank, a division of FirstRand
Bank Limited, that Zeder and from BoE Private Bank, a division of Nedbank
Limited, that Rootstock each has sufficient cash resources and/or
facilities available to it to meet its cash commitments under the Offer.
5 Categorisation of transaction in relation to Zeder
In the unlikely event that the Offer is taken up fully by all the KWV
Holdings Shareholders, the Offer would, in relation to Zeder, at most be
categorised as a category 2 transaction for purposes of the Listings
Requirements of the JSE Limited ("the Listings Requirements"). It will,
however, only be possible to categorise the Offer on the Closing Date when
Zeder has ascertained the number of acceptances actually received in terms
of the Offer. Should it at that stage transpire that the Offer is indeed a
category 2 transaction, Zeder will make a supplementary announcement on
SENS and in the press disclosing such additional information as is required
in terms of the Listings Requirements for category 2 transactions.
6 Statement by the KWV Holdings Board
KWV Holdings Shareholders are advised that the KWV Holdings Board have not
yet considered the merits of the Offer, and have accordingly not formed any
opinion in this regard.
The KWV Holdings Board will appoint independent advisors to advise on
whether the terms and conditions of the Offer are fair to the KWV Holdings
Shareholders. The KWV Holdings Board will advise KWV Holdings Shareholders
of the independent advisors` opinion and the recommendation of the KWV
Holdings Board in relation to the Offer in due course, in accordance with
the requirements of the Code.
An offer document setting out the Offer and meeting the requirements of the Code
will be posted to the KWV Holdings Shareholders by the Offerors on or about
Tuesday, 4 May 2010.
By order of the Zeder Board
Stellenbosch
7 April 2010
Transaction adviser and sponsor to Zeder:
PSG Capital (Proprietary) Limited
Date: 07/04/2010 17:30:02 Supplied by www.sharenet.co.za
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