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POWERTECH/BIDVEST/VOLTEX - STANDBY OFFER

Release Date: 20/04/1999 17:30
Code(s): POW BVT VLX
Wrap Text
POWER TECHNOLOGIES LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/22346/06)
("POWERTECH")
THE BIDVEST GROUP LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/21180/06)
("BIDVEST")
VOLTEX HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 81/06220/06)
("VOLTEX")

POOL AGREEMENT BETWEEN POWERTECH AND BIDVEST AND STANDBY OFFER TO MINORITY SHAREHOLDERS OF VOLTEX 1. CAUTIONARY ANNOUNCEMENT
SHAREHOLDERS ARE REFERRED TO THE CAUTIONARY ANNOUNCEMENTS MADE TO VOLTEX SHAREHOLDERS ON 22 DECEMBER 1998 AND 10 FEBRUARY 1999 WHICH DISCLOSED, INTER ALIA, THAT-
- BIDVEST AND POWERTECH HAD AGREED IN PRINCIPLE TO EQUALISE AND POOL THEIR RESPECTIVE SHAREHOLDINGS IN VOLTEX AND WERE NEGOTIATING A FINAL BINDING AGREEMENT ("THE POOL AGREEMENT");
- BIDVEST AND POWERTECH WOULD, SUBJECT TO THE POOL AGREEMENT BEING CONCLUDED, EXTEND A STANDBY OFFER ("THE OFFER") TO THE MINORITY SHAREHOLDERS OF VOLTEX IN ACCORDANCE WITH THE SECURITIES
REGULATION CODE ON TAKEOVERS AND MERGERS ("THE CODE") TO ACQUIRE THEIR SHARES AT A PRICE OF 200 CENTS PER SHARE PAYABLE IN CASH, BEING THE HIGHEST PRICE PAID BY EITHER BIDVEST OR POWERTECH FOR THEIR SHARES IN VOLTEX DURING THE THREE MONTHS PRIOR TO THE MAKING OF THE FIRST CAUTIONARY ANNOUNCEMENT, AND TO THE EXTENT THAT ANY SHARES WERE ACQUIRED DURING THE PERIOD SINCE THAT ANNOUNCEMENT. 2. THE POOL AGREEMENT
SHAREHOLDERS ARE ADVISED THAT THE POOL AGREEMENT HAS NOW BEEN CONCLUDED IN TERMS OF WHICH BIDVEST AND POWERTECH HAVE RESPECTIVELY AGREED TO POOL THE BIDVEST GROUP'S 29,5% SHAREHOLDING AND THE POWERTECH AND ALLIED ELECTRONICS CORPORATION LIMITED ("ALTRON") GROUPS AND THEIR RESPECTIVE CONCERT PARTIES 33,55% SHAREHOLDING IN VOLTEX.
IT IS THE INTENTION, AFTER THE MAKING OF THE OFFER, THAT ANY SHARES ARISING FROM THE ACCEPTANCE OF THE OFFER WILL FIRSTLY ACCRUE TO BIDVEST TO THE EXTENT NECESSARY TO EQUALISE THE RESPECTIVE SHAREHOLDINGS IN VOLTEX. TO THE EXTENT THAT AFTER THE CLOSING OF THE OFFER SUCH RESPECTIVE SHAREHOLDINGS ARE NOT EQUAL, ANY ADDITIONAL SHARES WILL NOT BE DEEMED TO BE POOL SHARES FOR THE PURPOSE OF THE POOL AGREEMENT.
THE POOL AGREEMENT EFFECTIVELY GIVES POWERTECH AND BIDVEST JOINT CONTROL OF VOLTEX BOTH AT THE SHAREHOLDERS' AND DIRECTORS' LEVEL AND CONTAINS PRE-EMPTIVE RIGHTS AS BETWEEN THE RESPECTIVE GROUPS.
VOLTEX WILL BENEFIT FROM BIDVEST'S MANAGEMENT AND DISTRIBUTION EXPERTISE TO BE INTRODUCED, COMPLEMENTING THAT OF VOLTEX, ALONG WITH POWERTECH'S TECHNOLOGY AND PRODUCT EXPERTISE. 3. STANDBY OFFER
AS A RESULT OF THE POOL AGREEMENT, THE BIDVEST GROUP AND THE POWERTECH GROUP, ALTRON AND THEIR CONCERT PARTIES WILL HOLD APPROXIMATELY 63% (80 734 439 SHARES) OF THE ISSUED SHARE CAPITAL OF VOLTEX. AS THIS CONSTITUTES A CHANGE OF CONTROL OF VOLTEX IN TERMS OF THE CODE, BIDVEST AND POWERTECH WILL MAKE AN OFFER TO VOLTEX MINORITY SHAREHOLDERS TO ACQUIRE THEIR SHARES AT 200 CENTS PER SHARE, BEING THE HIGHEST PRICE PAID BY EITHER BIDVEST OR POWERTECH FOR THEIR SHARES IN VOLTEX DURING THE THREE MONTHS PRIOR TO THE MAKING OF THE CAUTIONARY ANNOUNCEMENT ON 22 DECEMBER 1998, AND TO THE EXTENT THAT ANY SHARES WERE ACQUIRED DURING THE PERIOD SINCE THAT ANNOUNCEMENT. SINCE 22 DECEMBER 1998 VOLTEX SHARES HAVE TRADED ON THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") AT BETWEEN 196 AND 275 CENTS PER SHARE (CLOSING PRICE ON 19 APRIL 1999 WAS 220 CENTS).
IN THESE CIRCUMSTANCES THE SECURITIES REGULATION PANEL ("SRP") HAS AGREED TO ALLOW BIDVEST AND POWERTECH TO MAKE THE OFFER BY WAY OF A STANDBY OFFER. THE BANKERS FOR BIDVEST AND POWERTECH HAVE CONFIRMED TO THE SRP THAT SUFFICIENT FUNDS ARE AVAILABLE TO SATISFY FULL ACCEPTANCE OF THE OFFER.
BIDVEST AND POWERTECH HEREBY JOINTLY OFFER TO ACQUIRE ALL OR PART OF THE SHARES OF THE MINORITY SHAREHOLDERS OF VOLTEX ON THE FOLLOWING TERMS AND CONDITIONS: THE CONSIDERATION IS 200 CENTS PER VOLTEX SHARE NET OF DEALING COSTS; AND THE OFFER OPENS AT 09:30 ON WEDNESDAY 21 APRIL 1999 AND CLOSES AT THE CLOSE OF BUSINESS ON WEDNESDAY 12 MAY 1999. 4. ACCEPTANCE OF THE OFFER
VOLTEX MINORITY SHAREHOLDERS WHO WISH TO SELL ALL OR PART OF THEIR
SHAREHOLDINGS IN VOLTEX ON THE ABOVE TERMS SHOULD INSTRUCT THEIR STOCKBROKER TO SELL SUCH SHARES TO MERRILL LYNCH, WHICH WILL PURCHASE THE SHARES ON BEHALF OF BIDVEST AND POWERTECH OR THEIR NOMINEE/S.
SETTLEMENT IN RESPECT THEREOF WILL BE IN ACCORDANCE WITH THE NORMAL SETTLEMENT PROCEDURES APPLICABLE TO TRANSACTIONS CONDUCTED ON THE JSE.
MINORITY SHAREHOLDERS MAY ACCEPT THE OFFER IN WHOLE OR IN PART OR MAY DECLINE THE OFFER BY TAKING NO FURTHER ACTION.
IF ANY MINORITY SHAREHOLDER IS IN DOUBT AS TO THE ACTION WHICH SHOULD BE TAKEN IN REGARD TO THE STANDBY OFFER, SUCH MINORITY SHAREHOLDER SHOULD CONSULT A STOCKBROKER, ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER. JOHANNESBURG 20 APRIL 1999 SPONSORING BROKERS MERRILL LYNCH SMITH BORKUM HARE MERRILL LYNCH SOUTH AFRICA (PTY) LTD REGISTRATION NO. 95/01805/07 MEMBER OF THE JOHANNESBURG STOCK EXCHANGE HSBC HSBC SIMPSON MCKIE (PTY) LIMITED MEMBER OF THE JOHANNESBURG STOCK EXCHANGE REG. NO. 84/01736107 SG FRANKEL POLLAK SECURITIES (PTY) LTD REG. NO. 96/05886/07 MEMBER OF THE JOHANNESBURG STOCK EXCHANGE ATTORNEYS TO BIDVEST WERKSMANS ATTORNEYS ATTORNEYS TO POWERTECH HR LEVIN MERCHANT BANKERS TO BIDVEST INVESTEC MERCHANT BANKING INVESTEC BANK LIMITED (REGISTRATION NUMBER 69/04763/06) MERCHANT BANKERS TO POWERTECH SCMB STANDARD CORPORATE AND MERCHANT BANK
(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED) (REGISTRATION NUMBER 62/00738/06)

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