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Announcement of a Firm Intention by Windfall to make a Mandatory Offer to Acquire the remaining ordinary share capit
PSV HOLDINGS LIMITED WINDFALL 28 INVESTMENTS
Incorporated in the Republic of South Africa PROPRIETARY LIMITED
(Registration number 1998/004365/06) Incorporated in the Republic of South Africa
Share code: PSV ISIN: ZAE000078705 (Registration number 2008/026282/07)
("PSV") ("Windfall")
ANNOUNCEMENT OF A FIRM INTENTION BY WINDFALL TO MAKE A MANDATORY OFFER TO
ACQUIRE THE REMAINING ORDINARY SHARE CAPITAL OF PSV HOLDINGS LIMITED
1. INTRODUCTION
1.1. The shareholders of PSV are hereby advised that Windfall has acquired 11 000 000 (Eleven
Million) ordinary shares, representing 4% (Four Percent) in the issued share capital of PSV
(“Ordinary Shares”) from Investec Bank Limited, such that the entire beneficial interest of
Windfall is 103 463 288 (One Hundred and Three Million Four Hundred and Sixty Three
Thousand Two Hundred and Eighty Eight) Ordinary Shares, representing an increase to
approximately 38.9% (Thirty Eight point Nine Percent) of the issued share capital of PSV
following a series of acquisitions with Investec Bank Limited (“Investec Acquisition”) and is
in a position to exercise the voting rights in respect of the Investec Acquisition shares.
1.2. The Investec Acquisition gives rise to a change in control and an affected transaction in terms
of section 123 of the Companies Act, 2008 (Act 71 of 2008), as amended, (“the Companies
Act”) (read with section 117 of the Companies Act) pursuant to which Windfall is required to
make a mandatory offer to acquire from the registered holders of Ordinary Shares, except for
Windfall, (“Shareholders”) all or part of their Ordinary Shares on the same terms as the
Investec Acquisition (“the Mandatory Offer”).
1.3. All of the Ordinary Shares acquired in terms of the Investec Acquisition were acquired for a
consideration of R0.15 (Fifteen Cents) per Ordinary Share, which is the highest consideration
paid, excluding commission, tax and duty, by Windfall for an Ordinary Share in the 6 (Six)
months prior to the expected opening date of the Mandatory Offer.
1.4. Accordingly, the terms of the Mandatory Offer that will be made to the Shareholders are set
out in this announcement.
2. SALIENT TERMS OF THE MANDATORY OFFER
2.1. The Mandatory Offer
2.1.1. Windfall shall offer to acquire all, or part, of the Ordinary Shares of the
Shareholders, on the terms set out in this announcement, from the Shareholders
for R0.15 (Fifteen Cents) per Ordinary Share, being identical to the highest
consideration paid, excluding commission, tax and duty, by Windfall for an
Ordinary Share in the 6 (Six) months prior to the expected opening date of the
Mandatory Offer, payable by means of an electronic funds transfer in accordance
with the terms and conditions of the Mandatory Offer (“Offer Consideration”). The
Shareholders have the right to accept the Mandatory Offer in whole or in part.
2.1.2. The Shareholders who elect to accept the Mandatory Offer by the provisional
closing date (“Closing Date”), as set out in the joint circular to be distributed to the
Shareholders (“Joint Circular”), shall be entitled to receive R0.15 (Fifteen Cents)
per Ordinary Share in terms of the Mandatory Offer.
2.1.3. The Mandatory Offer will be implemented, subject to the conditions precedent set
out in paragraph 4 below, in terms of section 123 of the Companies Act (read with
section 117 of the Companies Act).
2.1.4. The Offer Consideration will be settled in cash in accordance with the terms of the
Mandatory Offer, and will be settled in full without regard to any lien, right of
set-off, counterclaim or other analogous right to which Windfall may otherwise be,
or claim to be, entitled against any Shareholder who validly and lawfully accepts
the Mandatory Offer by the closing date thereof (“Offer Participant”).
2.1.5. The deemed effective date of the disposal of the Ordinary Shares by the Offer
Participants will be the Closing Date.
2.2. Settlement of the Offer Consideration
Windfall will procure the settlement of the Offer Consideration to the Offer Participants as
follows:
2.2.1. Shareholders, holding Ordinary Shares in the form of certificates, or other
documents of title to shares acceptable to the board of directors of PSV
(“Documents of Title”), and which have not yet been surrendered for
dematerialisation in terms of Strate Proprietary Limited, who accept the Mandatory
Offer will have the Offer Consideration transferred to them by way of electronic
funds transfer within 6 (Six) Business Days after the later of:
2.2.1.1. the Finalisation Date; and
2.2.1.2. the date of acceptance thereof.
2.2.2. Shareholders, holding Ordinary Shares which have been dematerialised and
incorporated into Strate Proprietary Limited, and which are no longer evidenced by
share certificates or other physical Documents of Title, who accept the Mandatory
Offer will have their accounts at their CSDP or stockbroker updated within 6 (Six)
Business Days after the later of:
2.2.2.1. the Finalisation Date; and
2.2.2.2. the date of acceptance thereof.
3. REMAINING SHAREHOLDERS
It is the intention of the board of directors of Windfall and the board of directors of PSV to
retain the listing of PSV on the JSE for the time being. The Shareholders who elect not to
accept the Mandatory Offer, or elect to accept the Mandatory Offer in part, will remain
Shareholders in PSV.
4. CONDITIONS PRECEDENT
The Mandatory Offer is subject to the approval and consent from all relevant regulatory
authorities required to implement the Mandatory Offer, which shall include the approval of the
Takeover Regulation Panel (“TRP”) (by way of the issuance of the requisite compliance
certificate by the TRP), the JSE and the Competition Authorities.
5. FUNDING AND CASH CONFIRMATION
Windfall has provided an irrevocable unconditional cash confirmation, which was issued by
Eversheds (SA) Inc (registration number: 2012/097841/21), to the TRP in accordance with
regulations 111(4) and 111(5) of the Companies Regulations, 2011, promulgated in terms of
section 223 of the Companies Act, confirming that Windfall has sufficient funds available to
acquire the Ordinary Shares, not already owned by it, from the Shareholders.
6. FURTHER DOCUMENTATION AND SALIENT DATES
6.1. Further details of the Mandatory Offer will be included in the Joint Circular, which is in the
process of being prepared and is to be posted to the Shareholders in due course.
6.2. The salient dates in relation to the Mandatory Offer will be published on SENS prior to the
opening of the Mandatory Offer.
7. MATERIAL AGREEMENTS
No agreements which can be considered to be material to a decision by the Shareholders
regarding the Mandatory Offer were entered into between PSV and Windfall, or between PSV
and any of the directors of Windfall, or any persons who were directors of Windfall in the
12 (Twelve) months preceding the Mandatory Offer, or between PSV and any other PSV
shareholder or holders of any beneficial interests in PSV, or any persons who were PSV
shareholders or beneficially interested in PSV shares, in the 12 (Twelve) months preceding
the Mandatory Offer.
8. APPOINTMENT OF INDEPENDENT BOARD AND INDEPENDENT EXPERT
8.1. In accordance with the Companies Act and the Takeover Regulations, the independent board
of PSV (“Independent Board”) will appoint an independent expert to advise and report on the
Mandatory Offer by way of a fair and reasonable opinion.
8.2. The independent expert`s full report as well as the opinion of the Independent Board on the
Mandatory Offer will be included in the Joint Circular to be posted to Shareholders in relation
to the Mandatory Offer.
9. DIRECTORS RESPONSIBILITY STATEMENT
9.1. The board of directors of Windfall and PSV:
9.1.1. accept responsibility for the accuracy of the information contained in this
announcement;
9.1.2. confirm that to the best of their respective knowledge and belief, the information
contained in this announcement is both true and correct; and
9.1.3. confirm that this announcement does not, to the best of their respective knowledge
and belief, omit anything likely to affect the importance of the information
contained in this announcement.
Johannesburg
14 April 2015
Corporate and Designated Adviser to PSV
Merchantec Capital
Legal Adviser to Windfall
Eversheds (SA) Inc
Date: 14/04/2015 04:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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