Sharenet Sites 
Sharenet Sites
Acquisition of remaining 49.999% interest in Contexx Holdings
WILSON BAYLY HOLMES OVCON LIMITED
Building and civil engineering contractors
(Registration no. 1982/011014/06)
ISIN No: ZAE 000009932 Share code : WBO (“WBHO”)
Acquisition of remaining 49.999% interest in Contexx Holdings (Pty) Limited
(“Contexx”) (the “Acquisition”)
1. The Acquisition
The directors of WBHO (“Directors”) are pleased to announce that Probuild
Constructions (Aust) Pty Ltd (“Probuild”), an Australian based construction
company and a subsidiary of WBHO, has reached agreement with Messrs. S
Gray and N Henderson, to acquired the remaining 49.9% interest in Contexx
Holdings (Pty) Limited (“Contexx”) that they do not already own (“the Proposed
Acquisition”). It is anticipated that the Proposed Acquisition will be effective from
1 July 2012.
2. Rationale
Probuild specialises in industrial and commercial construction, whilst Contexx has
specialty in high-rise residential construction. The envisaged benefits arising from
the Proposed Acquisition are, inter alia:
- Facilitating the opportunities for Probuild and Contexx to collaborate on
projects that required diverse expertise;
- Improved cash flow generation to fund construction activities;
- Enhanced management succession planning; and
- Operational synergies as a result of combining the infrastructure of the
two businesses.
3. Financial effects of the transaction
The Contexx Acquisition is not expected to have a material effect on WBHO’s
earnings, headline earnings or net asset value per share.
4. Small related party transaction
The 49.999% interest in Connexx will be acquired from interests associated with
the two founding directors of Contexx, Messrs. S Gray and N Henderson. The
Acquisition has been structured such that Messrs. S Gray and N Henderson will
continue working in the combined business, and will have a shareholding in
Probuild in terms of the existing Probuild management share scheme.
In terms of the Listings Requirements of the JSE Limited (“the JSE”) (the “Listings
Requirements”), as Messrs. S Gray and N Henderson are directors of Contexx,
they are deemed to be a related parties to WBHO.
Accordingly, in terms of section 10.7 of the Listings Requirements, as the value of
the Proposed Acquisition, in so far as it relates to WBHO, exceeds 0.25% but
less than 5% of WBHO’s market capitalisation, it meets the definition of a small
related party transaction. As a result, the Directors are required to provide the
JSE with written confirmation from an independent professional expert that the
terms of the Proposed Acquisition are fair insofar as the shareholders of WBHO
are concerned (“the Fairness Opinion”).
As required in terms of section 10.7 of the Listings Requirements of the JSE, on
17 August 2012, Investec Bank Limited delivered to the JSE an opinion to the
effect that, as of the date of the opinion and based upon and subject to the
factors and assumptions detailed in its letter, the terms and conditions of the
related party transactions are fair to the WBHO shareholders. The Fairness
Opinion will be available for inspection at the registered offices of WBHO during
normal business hours for 28 business days from the date of this announcement.
Investment Bank and sponsor
Investec Bank Limited
Sandton
10 September 2012
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