To view the PDF file, sign up for a MySharenet subscription.

SASFIN HOLDINGS LIMITED - FIRM INTENTION TO MAKE AN OFFER TO ACQUIRE THOSE SHARES IN THE CAPITAL OF IQUAD NOT ALREADY HELD BY SASFIN

Release Date: 17/08/2012 17:20
Code(s): SFN SFNP IQG     PDF:  
Wrap Text
FIRM INTENTION TO MAKE AN OFFER TO ACQUIRE THOSE SHARES IN THE CAPITAL OF IQUAD NOT ALREADY HELD BY SASFIN

IQuad Group Limited
Incorporated in the Republic of South Africa
(Registration Number 2004/025177/06)
Share Code: IQG ISIN: ZAE000101622
("IQuad" or "the company")


Sasfin Holdings Limited
(Incorporated In the Republic Of South Africa)
(Registration Number 1987/002097/06)
(“Sasfin” or “the Offeror”)
Ordinary share code: SFN      ISIN: ZAE000006565
Preference share code: SFNP      ISIN: ZAE000060273


ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER TO ACQUIRE THOSE SHARES
IN THE CAPITAL OF IQUAD NOT ALREADY HELD BY SASFIN ("FIRM INTENTION
ANNOUNCEMENT")


1.   INTRODUCTION

IQuad is pleased to announce that it has received a written offer from
Sasfin (“Sasfin Offer”) to acquire, subject to the conditions precedent
referred to in this announcement, all of the issued shares of IQuad (“IQuad
Shares”) not already owned by Sasfin (“Scheme Shares”), which Sasfin Offer
is to be implemented by way of a scheme of arrangement in terms of section
114 of Chapter 5 of the Companies Act, No. 71 of 2008   (“Companies Act”),
and the Takeover Regulations promulgated under the Companies Act (“Takeover
Regulations”) to be proposed by IQuad between IQuad and its shareholders
(“Shareholders”), other than Sasfin, (“Scheme Members”), so as to
constitute IQuad as a wholly owned subsidiary of Sasfin (“Scheme”).

This announcement is made pursuant to Regulation 101 of the Takeover
Regulations issued in terms of section 120 of the Companies Act.

The Scheme, if it is implemented, will result in the delisting of IQuad
from the JSE Limited (“JSE”).

In terms of the Sasfin Offer and if the Scheme becomes operative, Scheme
Members will be entitled on the operative date of the Scheme
(“Implementation Date”) to receive a cash consideration of R3.65 (three
rand and sixty five cents) per Scheme Share (“Scheme Consideration”) which
represents a 7.8% (seven point eight percent) premium to the 30 (thirty)
day volume weighted average price (“VWAP”) of an IQuad Share on 13 August
2012 (the last possible date before receipt of the Sasfin Offer).

The Sasfin Offer thus provides the Scheme Members with a cash exit
opportunity from a currently highly illiquid share.

2.    RATIONALE FOR THE SASFIN OFFER

Sasfin acquired 68% of the issued share capital of IQuad during the second
half of 2011. Throughout this acquisition process and for a period
thereafter, Sasfin supported the continued listing of IQuad on the JSE,
however having re-analysed the remaining IQuad shareholder base, the
illiquidity and low volume of IQuad Shares trading on the JSE, as well as
the annual costs associated with the listing of IQuad measured against the
benefits associated with a listing on the JSE, Sasfin has concluded that
the cost of remaining listed on the JSE far outweigh the benefits.

3.    MATERIAL TERMS OF THE SASFIN OFFER

The Sasfin Offer is made subject to the conditions precedent set out in
paragraph 4 and on the following basis -
3.1       the Offeror will pay the Scheme Consideration of R3.65 (three Rand
          and sixty five cents) in cash for each Scheme Share held on the
          Implementation Date. Payment of the Scheme Consideration will be
          administered by the transfer secretaries of IQuad, and will not
          bear interest;
3.2       should IQuad declare or pay any dividend between the date of the
          Sasfin Offer and the date on which the Scheme Consideration is
          discharged, then without prejudice to any of Sasfin's other rights
          relating thereto, the Scheme Consideration will be reduced by an
          amount equal to the amount of any such dividend as well as any
          withholding taxes;
3.3       the Sasfin Offer has been made on the assumption that IQuad has 28
          084 658 ordinary shares with a par value of R0.0001 each in issue;
3.4       following implementation of the Scheme, the entire equity of IQuad
          will be held directly by Sasfin.

4.    CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE SCHEME
      The Sasfin Offer and thus the posting of the Scheme circular to Scheme
      Members is subject to the fulfilment or, to the extent possible in
      law, the waiver (in whole or in part) by the Offeror of the following
      conditions precedent within the period permitted by regulation –
4.1       the independent expert appointed by those directors of IQuad who
          are independent, namely, M Shaik Amod, C Elfick and A Da Costa
          ("Independent Board"), confirming in writing to the Independent
          Board and the Scheme Members that the Scheme Consideration is fair
          and reasonable;
4.2       the Independent Board recommending to Scheme Members that they
          vote in favour of the Scheme;
4.3       the directors of IQuad elegible to vote at the Scheme Meeting
          agreeing to vote in favour of the Scheme in respect of any IQuad
          Shares under their direct or indirect control;
4.4       the Offeror obtaining such approval from the SA Reserve Bank or
          its authorised agents in terms of the South African Exchange
          Control Regulations promulgated under the Currency and Exchanges
          Act, 1933;
4.5       the Offeror obtaining approval of the Scheme from the SA Reserve
          Bank or its authorised agents in terms of the Banks Act, 1990 (Act
          94 of 1990), as amended;
4.6       the approval of the Scheme circular by the JSE and Takeover
          Regulation Panel, established in terms of the Companies Act
          (Panel”);
4.7       the issue by the Panel of a compliance certificate in respect of
          the Scheme as required by section 115(1)(b) read with section
          119(4) (b) and section 121(b) of the Companies Act.;
4.8       the Scheme being proposed at the Shareholders meeting convened to
          consider the Scheme (the “Scheme Meeting”) and approved by a
          special resolution of the Shareholders entitled to vote at the
          Scheme Meeting (the “Special Resolution”), at which sufficient
          Shareholders are present in person or by proxy to exercise in
          aggregate at least 25% (twenty-five percent) of all the voting
          rights that are entitled to be exercised on the Special
          Resolution, as required by section 115(2) (a) read with section
          115(4) of the Companies Act;
4.9       if the provisions of section 115(2) (c) of the Companies Act
          apply:
           - the Scheme being approved by the court unconditionally, or if
              subject to conditions, the Offeror approving such conditions
              and undertaking in writing to comply therewith; and
           - if applicable, IQuad not treating the Special Resolution as a
              nullity in terms of section 115(5) (b) of the Companies Act;
              and
4.10       within the period prescribed by section 164 of the Companies Act,
           no valid demands having been received by IQuad in terms of that
           section read with section 115(8) of the Companies Act, which in
           aggregate represent more than 5% of the issued IQuad Shares.

5.     IRREVOCABLE UNDERTAKINGS BY SCHEME MEMBERS

       The Offeror has obtained irrevocable undertakings from an aggregate of
       59% of Scheme Members to, inter alia, vote in favour of the Scheme.
       The Scheme Members who have provided the irrevocable undertakings are
       the McCance-Price Family Trust, Ukuvula Investment Holdings (Pty)
       Limited, Mr BW Meyer, Mr, WJ Piek, Mr B Smith and the David Edwards
       Family Trust.

6.     GUARANTEE TO THE PANEL

       The Offeror will provide the funding for the Scheme. The Offeror has
       provided the Panel with the necessary cash confirmation from Sasfin
       Bank Limited, contemplated in Takeover Regulations 111(4) and 111(5),
       read with the guidelines issued by the Panel in terms of section
       201(2)(b) of the Companies Act.

7.     DE-LISTING OF IQUAD

       Following the implementation of the Scheme, application will be made
       to terminate the listing of IQuad on the JSE.

8.     SHAREHOLDINGS IN IQUAD AND ACTING AS PRINCIPAL

       The Offeror currently holds or controls 19 212 814 IQuad Shares
       representing 68% of the issued share capital of IQuad. The Offeror
       will be the ultimate purchaser and it is acting alone and not in
       conjunction with, or as agent or broker, for any other party.

9.    RECOMMENDATION AND FAIRNESS OPINION

      The Independent Board based on the information currently available to
      it, intends to make a recommendation to Scheme Members to vote in
      favour of the resolutions to be proposed at the shareholders meeting
      to approve the Scheme, provided that the Independent Board receives an
      opinion from the independent expert that the Scheme Consideration is
      fair and reasonable.

      The substance of the external advice of the independent expert and the
      opinion and recommendation of the Independent Board will be detailed
      in the circular to be sent to Scheme Members in relation to the
      Scheme.

10.   DOCUMENTATION

      Further details of the Scheme will be included in a circular to be
      sent to Scheme Members, containing, inter alia, a notice of the Scheme
      Meeting, a form of proxy and a form of surrender and transfer. The
      circular is expected to be posted to Scheme Members on or about 25
      September 2012 The salient dates in relation to the Scheme will be
      published prior to the posting of the circular and will be contained
      in the circular.

11.   RESPONSIBILITY STATEMENT

      The Independent Board accepts responsibility for the information
      contained in this Firm Intention Announcement. To the best of its
      knowledge and belief, the information contained in this announcement
      is true and nothing has been omitted which is likely to affect the
      import of the information contained herein.

Johannesburg
17 August 2012


Corporate Advisors to IQuad
Sasfin Capital, a division of Sasfin Bank Limited


Corporate advisor and sponsor to Sasfin
Sasfin Capital, a division of Sasfin Bank Limited
Designated Advisor to IQuad
PSG Capital


Lead sponsor to Sasfin
KPMG Services (Pty) Limited

Date: 17/08/2012 05:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story