Wrap Text
Mandatory and comparable offer to be made to the shareholders of African and Overseas
AFRICAN & OVERSEAS ENTERPRISES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO ISIN: ZAE000000485
JSE share code: AON ISIN: ZAE000009718
JSE share code: AOVP ISIN: ZAE000000493
(“African and Overseas” or the “Company”)
MANDATORY AND COMPARABLE OFFER TO BE MADE TO THE SHAREHOLDERS OF AFRICAN AND OVERSEAS
1. INTRODUCTION
African and Overseas and a consortium (“Consortium” or the “Offeror”) consisting of Geomer Investments (Pty) Ltd
(”Geomer Investments”), The Ceejay Trust (“Ceejay Trust”), Gingko Trading (Pty) Ltd (“Gingko Trading”) and
Gingko Investments No. 2 (Pty) Ltd (“Gingko Investments”), advise shareholders that the Consortium has increased
their shareholding in African and Overseas such that its economic interest has increased to 75.9% and it holds shares with
a voting power of 35.7% (net of treasury shares). This was predicated through the acquisition of 254 126 African and
Overseas Ordinary shares at R14.07 per share from Brimstone Investment Corporation Limited (“Brimstone”) and 3 684
357 African and Overseas N Ordinary shares at R11.12 per share from Brimstone and Lion of Africa Insurance Company
Limited (“Lion of Africa”). The Consortium now holds 423 363 African and Overseas Ordinary shares and 8 218 311
African and Overseas N Ordinary shares.
A concert party arrangement has formally been established amongst the Consortium’s members in accordance with
Regulation 84 of the Companies Regulations.
Consequently, in terms of Section 123 of the Companies Act, No. 71 of 2008, as amended, (the “Companies Act”) read
with the Companies Regulations promulgated in terms of Sections 120 and 223 of the Companies Act (the “Companies
Regulations”) the Consortium is obligated to make a mandatory offer and a comparable offer to all African and Overseas
shareholders to acquire all of the Ordinary and N Ordinary shares of African and Overseas, other than those that it already
owns (the “Offer Shares”), on the terms set out in paragraph 3.1 below (the “Offer”).
The Consortium has notified the board of directors of African and Overseas of its obligation to proceed with the proposed
acquisition of the Offer Shares. The Offer is an affected transaction as defined in section 117(1)(c) of the Companies Act
and, accordingly, will be regulated by the Companies Act, the Companies Regulations and the Takeover Regulation Panel
(“TRP”).
2. RATIONALE FOR THE OFFER
As mentioned above, the Consortium is obliged to make the Offer.
The Offeror does not anticipate any change to the nature of African and Overseas’ business following the Offer.
3. THE OFFER
3.1. Terms of the Offer
The Consortium has issued a firm intention letter undertaking to make an offer to acquire all of the Offer Shares in
exchange for the Offer consideration of R14.07 per African and Overseas Ordinary share and R11.12 per African
and Overseas N Ordinary share, respectively, (“Offer Consideration”) in cash. African and Overseas shareholders
may elect to accept the Offer in whole or in part. The Offer will not be subject to any conditions.
The Offer Consideration represents a premium to the African and Overseas Ordinary share closing share price of
R11.00 and a discount to the African and Overseas N Ordinary share closing share price of R11.60 as at close of
business on 14 April 2016.
African and Overseas Ordinary shares
Closing price R11.00
Offer price R14.07
Premium 27.91%
African and Overseas N Ordinary Shares
Closing price R11.60
Offer price R11.12
Premium (4.14)%
The Consortium is of the view that it has calculated the Offer Consideration with reference to the requirements of
the Companies Act and the Companies Regulations relating to comparable offers and has further notified the
Company that in the Consortium's view it is not obliged to make a comparable offer (and accordingly will not make
an offer) for the preference shares issued by the Company. The Company is seeking advice as to whether the Offer
Consideration, as proposed by the Consortium, is correct having regard to the requirements of the Companies Act
and the Companies Regulations relating to comparable offers. In addition, the Company is seeking advice as to
whether the Consortium is obliged to extend a comparable offer in respect of the preference shares issued by the
Company. It is noted that the Companies Regulations only require comparable offers to be made for all classes of
issued securities that have voting rights or could have voting rights in the future.
3.2. Posting of circular and Offer period
It is expected that the Offer circular will be posted on or about 17 May 2016 and the Offer is expected to open for
acceptance from 09:00 on or about 18 May 2016 with the initial closing date expected to be at 17:00 on or about
1 July 2016 (“Closing Date”) which is the minimum offer period in terms of the Companies Regulations of 30
business days.
3.3. Payment of the Offer Consideration and guarantee
Investec Bank Limited has furnished the TRP with an irrevocable guarantee that the Consortium has sufficient cash
resources and/or facilities to conclude the Offer.
As detailed in paragraph 4, the Consortium has received, from shareholders who collectively hold 14.2% of the
economic interest in the African and Overseas shares (with 56.8% of the voting power), irrevocable confirmations
that they will not accept the Offer.
4. SHAREHOLDINGS IN AFRICAN AND OVERSEAS
The concert parties comprising the Offeror have the following beneficial interests in African and Overseas shares:
Beneficial interest Beneficial interest in
in African and African and Percentage of Percentage of
Overseas Overseas N voting rights (net economic
Concert party Ordinary shares Ordinary shares of treasury shares) interest
Geomer Investments 177 888 2 579 050 14.67% 24.21%
Ceejay Trust 169 237 4 026 311 14.56% 36.84%
Gingko Trading - - - -
Gingko Investments 76 238 1 612 950 6.48% 14.83%
Total 423 363 8 218 311 35.71% 75.88%
None of the concert parties hold any options to purchase any other African and Overseas shares.
The following African and Overseas shareholders have irrevocably undertaken in favour of the Offeror not to accept the
Offer:
Beneficial interest Beneficial interest in
in African and African and Percentage of Percentage of
Overseas Overseas N voting rights (net economic
Name Ordinary shares ordinary shares of treasury shares) interest
Stewart and Pat Shub Family
Trust 718 000 676 101 55.5% 12.2%
Transvaal Clothing Industries
1979 Proprietary Limited 15 901 211 719 1.3% 2.0%
Total 733 901 887 825 56.8% 14.2%
No African and Overseas shareholders have given any undertaking to accept the Offer.
5. APPOINTMENT OF INDEPENDENT BOARD, CORPORATE ADVISOR AND INDEPENDENT EXPERT TO ADVISE ON THE FAIRNESS AND REASONABLENESS
OF THE OFFER
An independent sub-committee of the African and Overseas board of directors comprising at least 3 directors of African
and Overseas (the “Independent Board”) will be formed for the purposes of considering the Offer in accordance with
the requirements of the Companies Regulations.
Java Capital Proprietary Limited has been appointed to advise the board of directors of African and Overseas on matters
relating to the Offer.
The Independent Board will appoint an independent expert acceptable to the TRP (as required in terms of section 114(2)
of the Companies Act, read with regulations 91(1) and 110 of the Companies Regulations) (the “Independent Expert”),
to advise and report to the Independent Board on the Offer by way of a fair and reasonable opinion. The Independent
Expert’s full report as well as the Independent Board’s opinion on the Offer and Offer Consideration will be included in
the offeree response circular. If feasible, the offeree response circular will be incorporated within the Offer circular as a
combined offer circular.
6. RESPONSIBILITY STATEMENT
The Consortium and, to the extent that the information relates directly to African and Overseas, the board of directors of
African and Overseas, accept responsibility for the information contained in this announcement. To the best of their
respective 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.
22 April 2016
Corporate Advisor and Sponsor to Rex Trueform
Java Capital
Legal Advisor to Rex Trueform
MICHAEL KRAWITZ & CO
Corporate Advisor to the Consortium
Investec Bank Limited
Legal Advisor to the Consortium
Webber Wentzel
Date: 22/04/2016 11:51:00 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.
Sharenet Sites 
