Wrap Text
Firm intention announcement of the proposed delisting of Gooderson and withdrawal of cautionary announcement
GOODERSON LEISURE CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1972/004241/06)
(JSE code: GDN ISIN: ZAE000084984)
(“Gooderson” or “the company”)
Firm intention announcement in terms of Regulation 101 of the Companies Regulations,
2011, in respect of the proposed delisting of Gooderson following approval and
implementation of a scheme of arrangement in terms of section 114 of the Companies Act,
2008 and an offer to all remaining shareholders and withdrawal of cautionary announcement
1. Introduction
1.1 Shareholders are referred to the SENS announcement dated 13 July 2016 regarding the
proposed delisting of Gooderson by way of a scheme of arrangement (‘the Scheme’) in terms
of section 114 of the Companies Act, No. 71 of 2008 as amended (‘the Act’) proposed by the
Alju Family Trust (‘Alju’) between Alju, Gooderson and Gooderson’s remaining shareholders,
in terms of which the shares of the remaining shareholders in Gooderson, being 21 208 584
ordinary shares (16.96% of the issued shares), will be expropriated by Alju for an offer
consideration of 65 cents per share.
1.2 Shareholders are hereby advised that Alju has submitted a letter of firm intention to the Board
of Directors of Gooderson to make the offer as contemplated in Chapter 5 of the Act, and
Chapter 5 of the Companies Regulations, 2011 (‘Regulations’)(‘offer’).
1.3 The purpose of this firm intention announcement is to provide shareholders with the salient
terms and conditions of the offer, in compliance with Regulation 101 of the Regulations.
2. Background and rationale
2.1 The independent board of directors of Gooderson will apply to have the listing of Gooderson
on the JSE Limited (“JSE”) terminated after the approval and implementation of a scheme of
arrangement (“scheme”) in terms of section 114 of the Act for the following reasons:
- the listing of Gooderson on the JSE and the performance of the share price on the JSE
over the last few years, have not met expectations. As a result of the fact that more than
80% of the issued shares are in the hands of the Gooderson family, the remaining
shares were fairly illiquid. Gooderson has also not succeeded in attracting institutional
investors of note;
- the requirements of the JSE have over the years become more onerous and the costs
associated with the listing more expensive;
- Gooderson has not succeeded in procuring a BEE partner in order to meet the
ownership requirements as set out in the BEE Codes; and
- under the circumstances the Gooderson family sees very little upside in the company
remaining listed.
3. Terms of the offer
3.1 Alju intends making an offer to acquire all the remaining ordinary shares in Gooderson not
already held by Alju and the Gooderson family, defined as Colleen de Klerk, AD Gooderson
Family Trust, AD Gooderson Will Trust, Judith Gooderson, Mark Gooderson and Peter
Gooderson, for a offer consideration equal to 65 cents per share, subject to all the conditions
precedent being fulfilled.
The table below illustrates the premium on the offer consideration:
Prior to the
Cautionary
Premium
Announcement
(%)
12 July 2016
(Cents per share)
Market Price1 39.00 66.67
30 day VWAP2 40.33 61.17
60 day VWAP3 43.07 50.92
90 day VWAP4 43.26 50.24
Notes:
1. Closing price of Gooderson shares on the JSE on 12 July 2016, being the last
trading day prior to the publication of the cautionary announcement.
2. The volume weighted average price (‘VWAP’) at which Gooderson shares
traded on the JSE for the 30 trading days up to and including 12 July 2016.
3. The VWAP at which Gooderson shares traded on the JSE for the 60 trading
days up to and including 12 July 2016.
4. The VWAP at which Gooderson shares traded on the JSE for the 90 trading
days up to and including 12 July 2016.
4. Conditions precedent to the scheme
The scheme will be subject to the following conditions precedent:
- approval of the scheme by 75% of the remaining shareholders, excluding Alju, its
associates and any party acting in concert in terms of section 115 of the Act;
- approval by the Takeover Regulation Panel (‘TRP’) in terms of the Act.
5. Funding of the offer
Should all the remaining shareholders accept the offer in respect of all the remaining shares,
the maximum offer consideration will be R13 785 580.
Alju has confirmed to Gooderson that sufficient cash resources are available for the payment of
the offer consideration.
Investec Private Bank has provided a guarantee to the TRP to satisfy the full offer consideration
payable in terms of the offer, which is in a form acceptable to the TRP and complies with
Regulations 111(4) and 111(5) of the Companies Regulations.
6. Undertakings and shareholder support
To date, RAC Investment Holdings, representing 34.27% of the remaining shares, provided an
irrevocable undertaking to vote in favour of the scheme.
7. Independent board and fair and reasonable opinion
Gooderson has constituted an independent board, comprised of Messrs G.M. Castleman, R.
Nannoolal and B.R Warmback to consider the terms of the offer. The independent board has
appointed Effortless Corporate Finance as an independent expert for the purpose of providing
a report and opinion on the scheme, as required under sections 114(2) and (3) of the Act and
Regulations.
8. Posting of the circular
An offer circular in respect of the scheme, the delisting and the offer has been prepared. The
circular will include, among other things, the notice of the meeting for the purpose of considering
and, if deemed fit, passing the resolutions. It is anticipated that the circular will be mailed to
shareholders by approximately 13 September 2016. A further announcement setting out the
salient dates and times in relation to the posting of the circular and the meeting will be released
in due course.
9. Delisting
An application will be made by Gooderson to the JSE to terminate the listing of the Gooderson
shares on the JSE upon the implementation of the scheme.
10. Withdrawal of cautionary announcement
The cautionary announcement issued on 13 July 2016 is hereby withdrawn and caution is no
longer required to be exercised by shareholders when dealing in Gooderson shares.
11. Independent board responsibility statement
Alju and the Independent Board of Gooderson:
- accept responsibility for the information contained in this announcement;
- declare that, to the best of their knowledge and belief, the information is true and that the
announcement does not omit anything likely to affect the importance of the information.
17 August 2016
Durban
Designated Adviser
Exchange Sponsors
Date: 17/08/2016 02:30:00 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 
