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MCU - Mcubed Holdings Limited - Joint announcement of the firm intention to
make a mandatory offer to MCubed shareholders by Trinity
Trinity Asset Management (Pty) Limited
Incorporated in the Republic of South Africa
Registration number: 1996/010864/07
("Trinity")
m Cubed Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1998/014568/06
Share code: MCU
ISIN: ZAE000033353
("MCubed" or "the Company")
JOINT ANNOUNCEMENT OF THE FIRM INTENTION TO MAKE A MANDATORY OFFER TO
MCUBED SHAREHOLDERS BY TRINITY
1. INTRODUCTION
1.1 MCubed shareholders are hereby advised that Trinity has concluded
a transaction whereby its shareholding in MCubed has increased
from 32.96% to 36.80%. The additional 28 422 785 ordinary shares
in MCubed or 3.84% of the issued share capital of MCubed were
acquired today, 26 April 2012 for a consideration of 5 (five)
cents per share. Therefore in terms of section 123 of the
Companies Act, 2008 as amended ("the Act"), Trinity is required
to make a mandatory offer to all remaining shareholders of MCubed
("Mandatory Offer").
1.2 Accordingly the terms of the Mandatory Offer that will be made to
the shareholders of MCubed are set out in this joint firm
intention announcement ("Joint Announcement").
1.3 As at the date of this Joint Announcement, Trinity holds 272 290
298 ordinary shares in MCubed or 36.80%of the issued share
capital of MCubed, non-beneficially on behalf of Trinity clients.
1.4 The Mandatory Offer is an affected transaction as defined in
section 117 of the Act. Therefore the Mandatory Offer will be
regulated by the Act, the Companies Regulations, 2011 ("Companies
Regulations") and the Takeover Regulation Panel ("TRP").
2. LIFTING OF THE SUSPENSION OF MCUBED AND THE MIRROR LISTING OF MCUBED
2.1 Following the acquisition by Trinity of 32.96% of MCubed during
January 2011 and the subsequent appointment of a new management
team, MCubed changed its strategy to become an investment holding
company.
2.2 Post the implementation of the Mandatory Offer, MCubed intends to
make application to the JSE to lift the suspension of the listing
and to mirror list MCubed into a new entity named Trinity
Investment Holdings Limited ("TIH") ("Mirror Listing"). Prior to
the Mirror listing, MCubed will seek shareholder ratification and
approval for the acquisitions announced on SENS on 21 December
2011 and updated on 26 April 2012 ("the Acquisitions"). Further
details of the Mirror Listing are also contained in the 26 April
2012 SENS announcement.
2.3 The lifting of the suspension of MCubed and the Mirror Listing
will be subject to JSE approval.
2.4 In the event that the Mirror Listing is approved then, post the
Mirror Listing, TIH`s investment strategy will be to target both
listed and unlisted investment opportunities that have the
potential to achieve growth above the market average. TIH will
primarily target investments in three main sectors namely,
information technology, resources and financial services. TIH
will not limit the scope of its investments to these industry
sectors, if suitable opportunities present themselves in other
sectors.
2.5 TIH will adopt a varied approach to acquiring investment
opportunities and unlocking value for shareholders. Investments
will not necessarily have a predetermined exit strategy.
2.6 TIH will seek investment opportunities where it can play an
active and strategic role in unlocking value. These will include
but will not be limited to:
2.6.1 underwriting of rights offers, initial public offerings
and other subscriptions that could give rise to equity
holdings;
2.6.2 mezzanine funding opportunities, which may include
options to convert debt to equity;
2.6.3 assisting companies in achieving an optimal capital
structure; and
2.6.4 restructuring companies through the disinvestment or
investment of business units.
2.7 The TIH investment approach will be to pursue investment
opportunities where management believe same to be undervalued
relative to the market or relevant sector.
2.8 TIH will ensure an adequate spread of portfolio risk while
growing its investment portfolio and does not intend limiting
same to under ten investments.
3. RATIONALE FOR THE MANDATORY OFFER
3.1 The rationale for the Mandatory Offer is to provide MCubed
shareholders with an opportunity to exit MCubed should they not
be in favour of the new strategy of MCubed going forward and no
longer wish to remain MCubed shareholders or to become
shareholders in TIH post the Mirror Listing.
3.2 In this regard MCubed shareholders should be advised that there
is no guarantee that the suspension of MCubed`s listing will be
lifted or that the Mirror Listing will be approved by the JSE.
4. TERMS OF THE MANDATORY OFFER
4.1 The Mandatory Offer
In terms of the Mandatory Offer, Trinity shall offer to acquire all
MCubed ordinary shares held by MCubed shareholders, save for Trinity,
in exchange for the Mandatory Offer consideration of 5 (five) cents
per share ("Mandatory Offer Consideration"). MCubed shareholders may
elect to accept the Mandatory Offer in whole or in part.
4.2 The Mandatory Offer Consideration
4.2.1 The Mandatory Offer Consideration of 5 (five) cents per
share surrendered in terms of the Mandatory Offer shall be
payable in cash.
4.2.2 Trinity believes the Mandatory Offer Consideration to be
fair to shareholders for the following reasons:
4.2.2.1 MCubed shares have been suspended from trading since
2007 and therefore shareholders have not had a
mechanism within which to dispose of their MCubed
shares, which is now provided by the Mandatory Offer;
and
4.2.2.2 the Mandatory Offer consideration is the same
consideration paid by Trinity when it acquired its
interest in MCubed.
4.3 Cash Confirmation
The TRP has been given appropriate written confirmation, as
contemplated in Regulation 111(4) of the Companies Regulations,
that Trinity has sufficient cash resources and/or facilities
available to them to meet its cash commitments to MCubed
shareholders in relation to the Mandatory Offer.
4.4 Amendment or variation of the Mandatory Offer
No amendment or variation of the Mandatory Offer shall be valid
unless it is agreed to by Trinity in writing and approved by the
TRP, provided that Trinity shall not agree to any amendment or
variation that has the effect of reducing the Mandatory Offer
Consideration.
4.5 No set-off of Mandatory Offer Consideration
Settlement of the Mandatory Offer Consideration pursuant to the
Mandatory Offer will be implemented in full in accordance with
the terms of the Mandatory Offer without regard to any lien,
right of set-off, counterclaim, deduction, withholding or other
analogous right to which Trinity may otherwise be, or claim to
be, entitled against any shareholder.
4.6 Mandatory Offer not made where unlawful
The Mandatory Offer does not constitute an offer to purchase or
the solicitation of an offer to sell any MCubed shares in any
jurisdiction in which such Mandatory Offer, solicitation or sale
would be unlawful prior to the registration or qualification
under the laws of such jurisdiction.
4.7 Governing law
The Mandatory Offer will be governed by and construed in
accordance with the laws of South Africa and shall be subject to
the exclusive jurisdiction of the South African courts.
5. UNCONDITIONAL MANDATORY OFFER
The Mandatory Offer will not be subject to any conditions precedent.
6. ARRANGEMENTS, AGREEMENTS AND UNDERTAKINGS
6.1 Royal London Asset Management Limited, the holder of 122 346 624
of the ordinary shares in MCubed or 16.54% of the issued share
capital of MCubed has:
6.1.1 signed an irrevocable undertaking not to accept the
Mandatory Offer;
6.1.2 signed an irrevocable undertaking to vote in favour of all
resolutions required to ratify and/or approve the
Acquisitions, save for the Yellow Star Acquisition, as
defined in the 26 April 2012 SENS announcement; and
6.1.3 entered into an agreement with Trinity to dispose of its
shareholding in TIH, post the Mirror Listing to Trinity.
6.2 Save for set out above there are no arrangements, agreements or
undertakings between Trinity, MCubed, any director of MCubed, any
person who was a director of MCubed in the previous 12 months,
any shareholder of MCubed or any shareholder of MCubed in the
previous 12 months, that is material to the Mandatory Offer.
7. OPINIONS AND RECOMMENDATIONS
As required in terms of the Companies Act and the Companies
Regulations, MCubed has constituted an independent board (the
"MCubed Independent Board"). The MCubed Independent Board has
appointed Merchantec (Pty) Limited as the independent expert to
provide the MCubed Independent Board with external advice in
regard to the Mandatory Offer and to make appropriate
recommendations to the MCubed Independent Board for the benefit
of MCubed Shareholders. The substance of the external advice and
the views of the MCubed Independent Board will be detailed in the
joint circular referred to below.
8. FURTHER DOCUMENTATION AND SALIENT DATES
8.1 Further details of the Mandatory Offer will be included in a
joint Mandatory Offer circular which is expected to be posted to
MCubed shareholders on or about 11 May 2012.
8.2 The salient dates in relation to the Mandatory Offer will be
published on SENS prior to the issuing of the aforementioned
joint Mandatory Offer circular.
9. DIRECTORS RESPONSIBILITY STATEMENT
9.1 The directors of Trinity, insofar as the information in this
Joint Announcement relates to Trinity:
9.1.1 collectively and individually accept full responsibility for
the accuracy of the information given in this Joint
Announcement;
9.1.2 certify that, to the best of their knowledge and belief, the
information in this Joint Announcement is true and correct;
and
9.1.3 certify that, the Joint Announcement does not omit anything
likely to affect the importance of the information
disclosed.
9.2 The independent board of MCubed, insofar as the information in this
Joint Announcement relates to MCubed:
9.2.1 collectively and individually accept full responsibility for
the accuracy of the information given in this Joint
Announcement;
9.2.2 certify that, to the best of their knowledge and belief, the
information in this Joint Announcement is true and correct;
and
9.2.3 certify that, the Joint Announcement does not omit anything
likely to affect the importance of the information disclosed.
Cape Town
26 April 2012
Transaction advisor and sponsor to Trinity & MCubed: PSG Capital
Date: 26/04/2012 17:41:01 Supplied by www.sharenet.co.za
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