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Revised firm intention announcement in respect of the proposed delisting of Gooderson
GOODERSON LEISURE CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1972/004241/06)
(JSE code: GDN ISIN: ZAE000084984)
(“Gooderson ” or “the company”)
Revised firm intention announcement in terms of Regulation 101 of the Companies
Regulations, 2011, in respect of the proposed delisting of Gooderson following approval
and implementation of a scheme of arrangement in terms of section 114 of the Companies
Act, 2008 and a revised conditional offer to all remaining shareholders
1. Introduction
1.1 Shareholders are referred to the SENS announcement dated 13 July 2016 regarding the
proposed delisting of Gooderson by way of a scheme of arrangement (‘the scheme’) in terms
of section 114 of the Companies Act, No. 71 of 2008 as amended (‘the Act’) proposed by the
Alju Family Trust (‘Alju’) between Alju, Gooderson and Gooderson’s remaining shareholders,
in terms of which the shares of the remaining shareholders in Gooderson, being 21 208 584
ordinary shares (16.96% of the issued shares), will be expropriated by Alju for an offer
consideration of 65 cents per share.
1.2 Shareholders are also referred to the SENS announcement dated 16 August 2016, which
contained the salient terms and conditions of the offer, in compliance with Regulation 101 of
Chapter 5 of the Act and Companies Regulations, 2011 (‘Regulations’).
1.3 In order to procure the delisting of Gooderson, Alju has revised the offer and scheme as set out
below.
2. Revised conditional offer and scheme of arrangement
2.1 Alju hereby proposes to acquire all the remaining shares of Gooderson not owned by the Gooderson
family at an increased offer price of 85 cents per share (‘revised offer’) by means of a scheme
of arrangement in terms of section 114(1)(c) of the Companies Act, 2008 (“the scheme”).
2.2 Shareholders are hereby advised that Alju has submitted a revised letter of firm intention to
the Board of Directors of Gooderson to make the revised conditional offer as contemplated in
Chapter 5 of the Act, and Chapter 5 of the Companies Regulations, 2011, subject to the terms
and conditions set out in 3 below (‘revised offer’).
3. Terms of the revised offer
Alju intends making a revised offer to acquire all the remaining ordinary shares in Gooderson
not already held by Alju and the Gooderson family, defined as Colleen de Klerk, AD Gooderson
Family Trust, AD Gooderson Will Trust, Judith Gooderson, Mark Gooderson and Peter
Gooderson, for a revised offer consideration equal to 85 cents per share (‘revised offer price’),
subject to all the terms and conditions set out in 4 below.
The table below illustrates the premium of the revised offer consideration above various
benchmarks:
Prior to the
cautionary
Premium
announcement
(%)
12 July 2016
(Cents per share)
Market Price1 39.00 117.94
30 day VWAP2 40.33 110.76
60 day VWAP3 43.07 97.35
90 day VWAP4 43.26 96.48
Notes:
1. Closing price of Gooderson shares on the JSE on 12 July 2016, being the last
trading day prior to the publication of the cautionary announcement.
2. The volume weighted average price (‘VWAP’) at which Gooderson shares
traded on the JSE for the 30 trading days up to and including 12 July 2016.
3. The VWAP at which Gooderson shares traded on the JSE for the 60 trading
days up to and including 12 July 2016.
4. The VWAP at which Gooderson shares traded on the JSE for the 90 trading
days up to and including 12 July 2016.
4.Terms and conditions of the revised offer and the scheme
4.1 The scheme will be subject to the fulfillment or waiver, as the case may be, of the following
terms and conditions:
4.1.1 Approval of the scheme by 75% of the remaining shareholders, with sufficient
shareholders present to exercise, in aggregate, at least 25% of all the voting rights that
are entitled to be exercised on the scheme, excluding Alju, its associates and any party
If acting in concert in terms of section 115 of the Act;
4.1.2 approval by the Takeover Regulation Panel (‘TRP’) in terms of the Act;
4.1.3 the revised offer price is final and will not subsequently be increased by Alju;
4.1.4 the revised offer will be subject to the following other conditions as allowed by
Companies Regulation 101(7)(b)(v):
4.1.4.1 should the scheme resolution be approved by the necessary majority, but more
than 15% of the voting rights that were exercised on the resolution, opposed
the scheme and, within five business days after the vote, any person who voted
against the resolution requires the company to seek court approval of the
scheme in terms of section 115 (3)(a) of the Companies Act, the scheme will
fail and the offer will lapse; or
4.1.4.2 should the scheme resolution be approved by the necessary majority, but any
person who voted against the resolution, applies to court within ten business
days after the vote, for a review of the scheme in terms of clause 115(5) of the
Companies Act, 2008, the scheme will fail and the offer will lapse; or
4.1.4.3 If Gooderson shareholders holding more than 5% of all Gooderson shares
eligible to vote on the scheme give written notice objecting to the scheme (as
contemplated in Section 164(3) of the Act), and exercise their appraisal rights
in terms of section 164 of the Companies Act, 2008, in particular sub-sections
(3) to (8) thereof, the scheme will fail and the offer will lapse.
5. Funding of the revised offer
Should all the remaining shareholders accept the revised offer in respect of all the remaining
shares, the maximum offer consideration will be R18 027 296.
Alju has confirmed to Gooderson that sufficient cash resources are available for the payment of
the revised offer consideration.
Investec Private Bank has provided a guarantee to the TRP and a supplementary bank
guarantee for the additional amount to satisfy the full revised offer consideration payable in
terms of the revised offer, which is in a form acceptable to the TRP and complies with
Regulations 111(4) and 111(5) of the Companies Regulations.
6. Independent board and fair and reasonable opinion
6.1 The independent board which comprises of Messrs G.M. Castleman, R. Nannoolal and B.R
Warmback, is to consider the terms of the revised offer. The independent board has appointed
Effortless Corporate Finance as an independent expert for the purpose of providing a report
and opinion on the revised offer and the scheme, as required under sections 114(2) and (3)
of the Act and Regulations.
6.2 Effortless Corporate Finance concluded that the revised offer price was unfair, but reasonable
(as the revised offer price was more than the company’s traded price).
6.3 The independent board is of the opinion that the revised offer price is fair and reasonable, after
having considered factors that are difficult to quantify, or are unquantifiable.
7. Posting of the circular
An offer circular in respect of the scheme, the delisting and the revised offer has been prepared.
The circular will include, among other things, the notice of the meeting for the purpose of
considering and, if deemed fit, passing the resolutions. It is anticipated that the circular will be
mailed to shareholders by mid - November 2016. A further announcement setting out the salient
dates and times in relation to the posting of the circular and the meeting will be released in due
course.
8. Delisting
An application will be made by Gooderson to the JSE to terminate the listing of the Gooderson
shares on the JSE upon the implementation of the scheme.
9. Independent board responsibility statement
Alju and the independent board of Gooderson:
- accept responsibility for the information contained in this announcement;
- declare that, to the best of their knowledge and belief, the information is true and that the
announcement does not omit anything likely to affect the importance of the information.
27 October 2016
Durban
Designated Adviser
Exchange Sponsors
Date: 27/10/2016 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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