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UNITRANS / STEINHOFF - COMPETITION AUTHORITY APPROVAL OF ACQUSITION / MANDATORY

Release Date: 13/01/2005 17:01
Code(s): UTR SHF
Wrap Text

UNITRANS / STEINHOFF - COMPETITION AUTHORITY APPROVAL OF ACQUSITION / MANDATORY OFFER UNITRANS LIMITED STEINHOFF INTERNATIONAL (Incorporated in the Republic HOLDINGS LIMITED of South Africa) (Incorporated in the Republic (Registration Number of South Africa) 1967/003403/06) (Registration Number Share code: UTR 1998/003951/06) ISIN: ZAE000007670 Share code: SHF ("Unitrans") ISIN: ZAE000016176 ("Steinhoff") ACQUISITION BY STEINHOFF OF SHAREHOLDING OF MURRAY AND ROBERTS HOLDINGS LIMITED ("M&R") IN UNITRANS APPROVED BY COMPETITION AUTHORITIES MANDATORY OFFER BY STEINHOFF TO THE MINORITY SHAREHOLDERS OF UNITRANS TO ACQUIRE THEIR UNITRANS SHARES 1. INTRODUCTION In announcements published in the press on 6 and 15 September 2004 and 12 November 2004, Unitrans shareholders were advised that: - conditional upon the issue of a clearance certificate by the Competition Authorities, Steinhoff or its nominated subsidiary had acquired from M&R 34 216 680 Unitrans shares ("the M&R shares") for a purchase price of 2 632 cents per share ("the Steinhoff acquisition"); - as Steinhoff would, upon implementation of the Steinhoff acquisition, hold more than 35% of Unitrans" issued shares, Steinhoff would make a mandatory offer to acquire from all Unitrans shareholders (other than Steinhoff Africa Holdings (Proprietary) Limited) ("Unitrans minority shareholders"), their Unitrans shares for a consideration equivalent to that applicable to the Steinhoff acquisition, i.e. 2 632 cents per Unitrans share. 1.2 The Competition Authorities approved the Steinhoff acquisition and issued a clearance certificate on 12 January 2005. 1.3 The Steinhoff acquisition has increased Steinhoff"s interest in Unitrans from 19 956 784 Unitrans shares to 54 173 464 Unitrans shares (constituting 60,8% of Unitrans" issued share capital). 1.4 In terms of the Securities Regulation Code on Takeovers and Mergers ("the SRP Code") of the Securities Regulation Panel ("the SRP"), the Steinhoff acquisition constitutes an "affected transaction" and Steinhoff is obliged to extend an offer to Unitrans minority shareholders to acquire their Unitrans shares on the same terms and conditions as those that are applicable to the Steinhoff acquisition. 2. THE OFFER Steinhoff will extend an irrevocable offer to the Unitrans minority shareholders in terms of the circular referred to below, to acquire all or any of their Unitrans shares for a cash consideration of 2 632 cents per share ("the offer"). 3. INDEPENDENT ADVISER As required by the SRP Code, the board of Unitrans will appoint an appropriate independent adviser for the purpose of assessing the terms and conditions of the offer. The independent adviser"s opinion will be contained in the circular referred to below. 4. CASH CONFIRMATION TO THE SRP The SRP has been satisfied that Steinhoff has sufficient funds available to honour its commitments in terms of the offer. 5. CIRCULAR AND FURTHER ANNOUNCEMENT 5.1 A circular to Unitrans shareholders containing full details and the procedures for acceptance of the offer will be posted to Unitrans" shareholders in due course. 5.2 A further announcement, which will include the relevant dates for implementation of the offer, will be published on SENS and in the press at the appropriate time. Johannesburg 13 January 2005 Sponsor and corporate adviser to Steinhoff and sponsor to Unitrans PSG Capital Date: 13/01/2005 05:02:01 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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