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PPC / Porthold - Further detailed cautionary announcement

Release Date: 02/05/2001 07:42
Code(s): PPC POR PORP
Wrap Text
Pretoria Portland Cement
Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1892/000667/06)
("PPC")
Portland Holdings Limited
(Incorporated in Zimbabwe)
(Registration number 83/46)
("Porthold")
Further detailed cautionary announcement
1. INTRODUCTION

Further to the cautionary announcements published to date, Standard Corporate and Merchant Bank is authorised to announce that PPC has concluded an agreement ("the agreement") with Anglo American Corporation Zimbabwe Limited and its associated companies ("Anglo Zimbabwe") and Porthold concerning the proposed acquisition of 48.09% of the issued share capital of Porthold, which
shareholding is currently held by Anglo Zimbabwe ("the Anglo acquisition"). The purchase consideration for the Anglo acquisition is US$ 25 969 206, to be settled in cash of US$ 19 236 449 and through the issue of 995 671 PPC shares. The purchase consideration for the Anglo acquisition equates to an aggregate offer price of US$ 54 000 000 for the entire issued share capital of Porthold, based on the closing price of the PPC shares listed on the JSE Securities Exchange South Africa ("JSE") on 7 December 2000, being the last day prior to the publication of the first cautionary announcement. 2. OFFER TO THE SHAREHOLDERS OF PORTHOLD
Subject to the fulfilment of the conditions precedent outlined in paragraph 5 below, and in terms of the agreement, PPC intends to acquire the entire issued share capital of Porthold ("the acquisition"). In this regard, PPC has undertaken to propose a scheme of arrangement ("the scheme") between Porthold and its shareholders, including Anglo Zimbabwe ("shareholders"), in terms of Section 191 of the Zimbabwe Companies Act, Chapter 24:03, as amended ("the Act"). In the event that the scheme becomes operative, Porthold will become a wholly-owned subsidiary of PPC. However, should the scheme not become operative for any reason, an unconditional offer will be extended to shareholders in terms of Section 194 of the Act ("the offer"), which offer Anglo Zimbabwe has undertaken to accept. 3. PURCHASE CONSIDERATION
It is intended that the purchase consideration for the acquisition will be settled partly in shares and partly in cash with shareholders being entitled to elect one of the following alternatives in respect of their shareholding in Porthold:
- for each 100 Porthold shares held, 2.447 PPC shares and US$ 47.277 in cash, or the local currency equivalent in respect of the cash portion ("the cash and share option"); or
- for each 100 Porthold shares held, 6.724 PPC shares.
The Committee of the Zimbabwe Stock Exchange ("ZSE") has ruled that these alternatives comply with its Listings Requirements.
In terms of the agreement Anglo Zimbabwe will elect to receive the cash and share option whether under the scheme or the offer.
PPC intends to make application to the ZSE for a secondary listing on the ZSE of the PPC shares which are to be issued in settlement of the purchase consideration. As a consequence of PPC's primary listing on the JSE, an application will also be made to list these shares on the JSE. 4. SUSPENSION OF THE LISTINGS OF PORTHOLD
The ZSE and the JSE have indicated that subsequent to the publication of this announcement the suspension of the listings of Porthold on the respective exchanges will be reconsidered. 5. REGULATORY APPROVAL AND FURTHER ANNOUNCEMENTS
The acquisition is subject to a number of conditions precedent, which include, inter alia, approval of a number of regulators such as the Reserve Banks of Zimbabwe and South Africa. On receipt of such regulatory approvals an announcement setting out the full terms and conditions of the acquisition, incorporating the financial effects thereof, will be published in the press. Accordingly, PPC and Porthold shareholders are advised to continue to exercise caution when dealing in their shares until a further announcement is made. Johannesburg Bulawayo
2 May 2001 2 May 2001 Merchant bank to PPC Standard Corporate and Merchant Bank (A division of The Standard Bank of South Africa Limited) (Registration number 1962/000738/06) Attorneys to PPC Bowman Gilfillan Bowman Gilfillan Inc. Reg.no. 1998/021409/21 Sponsor to PPC in South Africa Cazenove & Co Sponsoring broker to PPC in Zimbabwe Sagit Stockbrokers (PVT) Ltd Members of the Zimbabwe Stock Exchange (Registration number 947/83

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