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Trematon Capital Investments Limited - Acquisition Announcement

Release Date: 08/03/2006 17:00
Code(s): TMT
Wrap Text

Trematon Capital Investments Limited - Acquisition Announcement TREMATON CAPITAL INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1997/008691/06) Share code: TMT & ISIN: ZAE000013991 ("Trematon" or "the company") * ACQUISITION BY TREMATON OF A 55.6% INTEREST IN SHOPS FOR AFRICA LIMITED (IN LIQUIDATION) * MANDATORY OFFER BY TREMATON TO THE MINORITY UNITHOLDERS OF SHOPS FOR AFRICA LIMITED TO ACQUIRE THEIR LINKED UNITS 1. INTRODUCTION Trematon shareholders are hereby notified that the company has acquired 40 070 722 linked units (55.6%) in Shops for Africa Limited ("Shops for Africa") for a total purchase consideration of R4.2 million ("the acquisition"). This equates to an average price paid of 10.5 cents per Shops for Africa linked unit, with the maximum purchase price being 14 cents per Shops for Africa linked unit. In terms of the Securities Regulation Code on Takeovers and Mergers ("the Code"), the acquisition constitutes an "affected transaction" and Trematon is obliged to extend an offer to Shops for Africa minority unitholders to acquire their Shops for Africa linked units on terms and conditions no less favourable than those applicable to the acquisition. 2. THE OFFER 2.1 Terms of the offer Trematon will extend an unconditional irrevocable offer to the Shops for Africa minority unitholders to acquire all or any of their Shops for Africa linked units for a cash consideration of 15 cents per linked unit ("the offer"). 2.2 Rationale for the acquisition and intention regarding Shops for Africa Shops for Africa"s listing on the JSE Limited was suspended on 24 May 2004, pending the finalisation of the members" voluntary liquidation process. The rationale for the acquisition is for Trematon to gain exposure to Shops for Africa"s remaining assets, being predominantly linked units in ApexHi Properties Limited. Trematon intends invoking the provisions of section 440K of the Companies Act, 1973 (Act 61 of 1973), as amended, to compulsorily acquire all the Shops for Africa linked units from the unitholders who do not accept the offer, should Shops for Africa unitholders holding in excess of 90% of the minority unitholding accept the offer. 2.3 Cash confirmation The SRP has been furnished with written confirmation from Investec Bank Limited that Trematon has sufficient cash resources and/or facilities to meet its obligations in terms of the offer. 3. CIRCULAR A circular to Shops for Africa unitholders, setting out the detailed terms of the offer and the procedure for acceptance of the offer, will be posted to Shops for Africa unitholders within 30 days of this announcement. A further announcement, which will include relevant dates for the implementation of the offer, will be published on SENS and in the press at the appropriate time. Cape Town 8 March 2006 Sponsor BRIDGE CAPITAL Date: 08/03/2006 05:00:08 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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