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VUN - Vunani - Proposed Claw-Back Offer, Waiver Of The Requirement To Make A
Mandatory Offer In Terms Of Rule 8.7 Of The Securities Regulation Code On
Takeovers And Mergers And The Rules Of The Securities Regulation Panel
And Renewal Of Cautionary Announcement
VUNANI LIMITED
(Incorporated in South Africa)
(Registration number 1997/020641/06)
JSE code: VUN ISIN: ZAE000110359
("Vunani" or "the Company")
PROPOSED CLAW-BACK OFFER, WAIVER OF THE REQUIREMENT TO MAKE A MANDATORY OFFER
IN TERMS OF RULE 8.7 OF THE SECURITIES REGULATION CODE ON TAKEOVERS AND
MERGERS AND THE RULES OF THE SECURITIES REGULATION PANEL AND RENEWAL OF
CAUTIONARY ANNOUNCEMENT
Background
Vunani shareholders are referred to the cautionary announcements released on
SENS on 12 March 2009, 20 March 2009, 8 May 2009, 25 June 2009, 1 July 2009,
13 August 2009, 7 September 2009 and 21 October 2009 in which, inter alia,
Vunani advised its shareholders that:
Vunani`s ability to continue as a going concern was dependent on the
restructuring of its debt; and
Vunani and its lenders entered into a heads of agreement on 30 June 2009, to
restructure Vunani`s existing debt and recapitalise Vunani to ensure the
continued sustainability of Vunani and its subsidiaries.
It was initially proposed that the recapitalisation would be effected through
a rights offer to Vunani shareholders at 10 cents per share and that such
rights offer would be underwritten by Vunani Group (Proprietary) Limited
("VG").
The board has now resolved that the recapitalisation will be effected via a
claw-back offer to Vunani shareholders at 10 cents per share ("claw-back
offer"). In terms of an Underwriting and Subscription Agreement between the
Company and VG, the amount of R313.6 million ("underwritten amount") will be
advanced to the Company prior to the opening of the claw-back offer. In terms
of Funding Agreements, the underwritten amount will be funded by Investec Bank
Limited (`Investec") as part of a restructuring of Investec`s debt in the
Company.
If the claw-back offer is successfully implemented, Investec will, as a
consequence of fulfilling its obligations in terms of the Funding Agreements,
subscribe for shares in VG and become a minority shareholder in VG. As an
ordinary shareholder in VG, the Funding Agreements will provide for Investec
to obtain a veto right over the votes of VG at shareholders` meetings of
Vunani, subject to the approval of the South African Competition Authorities.
The acquisition of shares in VG by Investec and the veto right referred to
above may constitute an "affected transaction" in terms of the Securities
Regulation Code on Takeovers and Mergers and the Rules of the Securities
Regulation Panel (the "Code") and the consequent making of a mandatory offer
to the minority shareholders of Vunani in terms of that Code.
Waiver of requirement to make a mandatory offer
In terms of Rule 8.1 (as read with Rules 8.2 and 6.3) of the Code, an
"affected transaction" requires a mandatory offer to be made by Investec and
the other parties to the Funding Agreements who may be regarded as "acting in
concert" with Investec in terms of the Code ("Offerors"), to all Vunani
shareholders. However, in terms of Rule 8.7 of the Code, the requirement for a
mandatory offer may be dispensed with by the Securities Regulation Panel
("SRP") provided that a majority of independent votes at a properly
constituted meeting of the holders of relevant securities (being the Vunani
shareholders) are cast in favour of a resolution waiving the requirement for a
mandatory offer. The granting of the dispensation by the SRP and obtaining the
waiver referred to above is a condition precedent to the Funding Agreements.
The SRP has advised that it is willing to consider an application to grant a
dispensation to the Offerors in terms of the Code, subject to Vunani
shareholders, who are independent from the Offerors, passing an ordinary
resolution in general meeting approving a waiver of their right to require the
Offerors to make such mandatory offer.
Prior to granting a dispensation in terms of the Code, the SRP will consider
any objections or representations (if any) made by parties as contemplated
below.
Any interested party who wishes to object to the dispensation shall have 10
(ten) calendar days from the date of this announcement to raise such an
objection with the SRP. Objections should be made in writing and addressed to
the "Executive Director, Securities Regulation Panel" at any one of the
following addresses:
Physical Postal Fax
Ground Floor PO Box 91833 +27 11 482
5635
2 Sherborne Road (off Jan Auckland Park
Smuts Avenue)
Parktown Johannesburg 2006
2193
Objections should reach the SRP by no later than close of business on Friday,
11 December 2009 in order to be considered.
If any submissions are made to the SRP within the permitted timeframe, the SRP
will consider the merits thereof and, if necessary, provide the objectors with
an opportunity to make representations to the SRP. Thereafter, subject to the
waiver at the general meeting being approved by Vunani shareholders, the SRP
will rule on the requirement for a mandatory offer. Accordingly, a circular
was sent to Vunani shareholders today in terms of which they are being asked
to vote in favour of the waiver of the requirement for the Offerors to make
such a mandatory offer.
Renewal of cautionary announcement
Vunani shareholders are advised to continue exercising caution in dealing in
the Company`s ordinary shares until such time as an announcement, containing
confirmation of the finalisation of the claw back offer and the amendments to
the existing loan agreements and the financial effects thereof, has been
released.
Sandton
27 November 2009
Independent Financial Advisor to Vunani
Rand Merchant Bank
(A division of FirstRand Bank Limited)
Independent Lead Designated Adviser
Grindrod Bank Limited
Corporate Adviser and Joint Designated Adviser
Vunani Corporate Finance
Date: 27/11/2009 14:01:05 Supplied by www.sharenet.co.za
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