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ITR - Intertrading Limited - Announcement of a firm intention by Encha Tech
Proprietary Limited ("ENCHA") to make an offer to acquire the entire issued
share capital of Intertrading
INTERTRADING LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/004777/06)
Share code ITR ISIN ZAE000015566
("Intertrading" or "the Company")
SUSPENDED
ANNOUNCEMENT OF A FIRM INTENTION BY Encha Tech Proprietary Limited ("ENCHA") TO
MAKE AN OFFER TO ACQUIRE the ENTIRE issued share capital of intertrading
1 INTRODUCTION
The Shareholders of Intertrading are referred to the detailed announcement
released on SENS on 2 June 2011 and published in the press on 3 June 2011 ("the
announcement"). The announcement advised that, inter alia,
1.1 Intertrading had entered into an agreement, subject to the fulfilment of
the conditions precedent set out in paragraph 5 below, in terms whereof it
shall acquire a 60% interest in ConnectNet Broadband Wireless Proprietary
Limited, from Fast Communication Systems Proprietary Limited ("FastComm")
for a purchase consideration of R41 779 500 ("the Acquisition") to be
settled by Intertrading by the issue of up to a maximum of 278 530 000
ordinary shares in the capital of Intertrading ("ordinary shares") to
FastComm at an issue price of 15 cents per Intertrading share
("Consideration Shares");
1.2 FastComm had entered into an agreement with Encha in terms of which Encha
and/or its nominees will acquire all of the Consideration Shares from
FastComm at a price of 15 cents per Intertrading share (the "Encha
Acquisition"); and
1.3 in terms of a subscription agreement concluded between Intertrading and
Encha, Encha will subscribe for 67 000 000 new ordinary shares in
Intertrading at a subscription price of 15 cents per share (the "Encha
Subscription");
("collectively the transactions").
The aforesaid transactions will eventually result in an increase in the
shareholding of Encha in Intertrading from 29.8% to a percentage in excess
of 35%, and a change in control of Intertrading. In terms of section 123 of
the Companies Act, 2008 (Act 71 of 2008), of South Africa, as amended ("the
Companies Act"), read with the Takeover regulations promulgated in terms of
sections 120 and 223 of the Companies Act, Encha is required to make a
mandatory offer to the shareholders of Intertrading to acquire their shares
in Intertrading at a price of 15 cents per share (the "Offer").
2 DISPENSATION REQUEST BY FASTCOMM ABSOLVING IT FROM MAKING A MANDATORY OFFER
Pursuant to the Acquisition and until implementation of the Encha
Acquisition FastComm will be the controlling shareholder of Intertrading,
however, as the transactions between Intertrading, FastComm and Encha are
so closely interlinked the making of a mandatory offer to the shareholders
of Intertrading (due to the change of control of Intertrading) by Encha
alone will not prejudice the shareholders of Intertrading as they will be
in the same position as they would have been in if the mandatory offer had
been made by FastComm. Accordingly, FastComm will apply to the Takeover
Regulation Panel ("the Panel") for a dispensation in terms of section
119(6) of the Act, absolving it from the requirement to make a mandatory
offer pursuant to receipt of the consideration shares and the Panel has
advised that it will grant FastComm a dispensation from this requirement
provided Encha makes such an offer.
3 THE OFFER BY ENCHA
The board of directors of Intertrading has received formal notification
from Encha that it will make an offer to acquire from the shareholders of
Intertrading, free of all costs to such shareholders, all of the ordinary
shares in Intertrading held by them at an offer price of 15 cents per
Intertrading share.
At the date of this announcement Encha owns and controls 14 917 754
ordinary shares in Intertrading, which constitutes 29.8% of the issued
share capital of Intertrading.
The salient details of the Offer and details of the irrevocable
undertakings were incorporated in the announcement referred to in paragraph
1 above, and will be incorporated in the circular and revised listing
particulars to be posted to Intertrading shareholders on or about 30 June
2011 ("the Circular").
4. CASH CONFIRMATION
As required in terms of Regulation 111(4)(a) of the Takeover Regulations,
FirstRand Bank Limited acting through its RMB Private Bank division (a
South African registered bank), has provided an irrevocable unconditional
guarantee to the Panel on behalf of Encha, and in favour of the offerees
for the sole purpose of fully satisfying the maximum cash Offer
commitments.
5. CONDITIONS PRECEDENT
The Acquisition, the Encha Subscription and the Offer are subject to, inter
alia, the following outstanding suspensive conditions:
5.1 the shareholders of Intertrading passing the appropriate resolutions
approving the Acquisition and the Encha Subscription respectively at a
general meeting;
5.2 the granting of all necessary regulatory approvals for the Acquisition and
the Encha Subscription respectively; and
5.3 the Panel granting a written dispensation to FastComm confirming that,
pursuant to the Acquisition and Encha Acquisition, FastComm shall not be
required, under the Takeover Regulations, to make an offer to the minority
shareholders of Intertrading to purchase their shareholding in Intertrading
provided that Encha make such an offer.
6. RATIONALE
The rationale for the Acquisition and the Encha Subscription were detailed
in the announcement referred to in paragraph 1 above.
7. OPINIONS AND RECOMMENDATIONS
In terms of Regulation 90 of the Takeover Regulations the independent board
of Intertrading is required to express an opinion and to obtain appropriate
external advice as to how the Offer will affect the shareholders of
Intertrading, and the substance of such advice must be made known to the
shareholders of Intertrading. Intertrading has appointed BDO Corporate
Finance Proprietary Limited ("BDO") as the independent expert to advise the
independent board as to the fairness and reasonableness of the terms of the
Offer. BDO`s full report as well as the recommendation of the independent
board to the shareholders of Intertrading will be included in the Circular
to be posted to shareholders.
8. RESPONSIBILITY STATEMENT
The directors of Encha and the independent members of the board of
Intertrading comprising of Mr Giovanni Guiseppe Burelli, Mr Christopher
Paul Jousse, Mr Johan Zwarts and Ms Audrey Anne Deiner:
8.1. accept responsibility for the information contained in this announcement;
8.2. confirm that to the best of their respective knowledge and belief, the
information contained in this announcement is true; and
8.3. confirm that this announcement does not omit anything likely to affect the
importance of the information contained in this announcement.
The board of directors of FastComm have not participated in the preparation
of this announcement nor have they participated in the preparation of the
circular to be posted to Intertrading shareholders in due course and
therefore are unable to provide a responsibility statement.
9. POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
The details of the Offer will be included in the circular and will be
posted together with the revised listing particulars of Intertrading and a
notice convening a general meeting to Intertrading shareholders on or about
30 June 2011. Intertrading shareholders will, inter alia, be required to
consider and, if thought fit, pass the resolutions necessary to approve the
Acquisition and the Encha Subscription.
17 June 2011
Johannesburg
Corporate Advisor and Sponsor to Intertrading
Sasfin Capital
A division of Sasfin Bank Limited
Attorneys
Norton Rose South Africa
Independent Advisor
BDO Corporate Finance Proprietary Limited
Auditors to Intertrading
PKF (Jnb) Inc
Date: 17/06/2011 14:37:04 Supplied by www.sharenet.co.za
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