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INVICTA HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1966 /002182/06)
("INVICTA HOLDINGS")
BEARING MAN LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1955/002109/06)
("BEARING MAN")
ANNOUNCEMENT REGARDING-
* APPROVAL OF TRANSACTION BY COMPETITION AUTHORITIES;
* AN UNCONDITIONAL OFFER BY INVICTA HOLDINGS TO BEARING MAN MINORITY
SHAREHOLDERS; AND
* WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT.
1. INTRODUCTION
IT WAS ANNOUNCED IN THE PRESS ON THURSDAY, 13 JULY 2000 THAT, SUBJECT TO THE
FULFILMENT OF CERTAIN CONDITIONS PRECEDENT, AVENG LIMITED AND INVICTA HOLDINGS
HAVE ENTERED INTO AN AGREEMENT IN TERMS WHEREOF, INVICTA HOLDINGS HAS ACQUIRED
57 719 130 BEARING MAN SHARES, CONSTITUTING 54,637% OF THE ISSUED SHARE CAPITAL
OF BEARING MAN FROM AVENG FOR A CONSIDERATION OF R91 773 416,70 ("THE BEARING
MAN ACQUISITION"). SIMULTANEOUSLY WITH THE BEARING MAN ACQUISITION, INVICTA
HOLDINGS AND BEARING MAN HAVE ENTERED INTO AN AGREEMENT IN TERMS WHEREOF THE
BUSINESS OF INVICTA BEARINGS WAS SOLD TO BEARING MAN AS A GOING CONCERN FOR A
CONSIDERATION OF R35 MILLION ("THE INVICTA BEARINGS ACQUISITION"). PAYMENT IN
RESPECT OF THE BEARING MAN ACQUISITION AND THE INVICTA BEARING ACQUISITION WILL
BE EFFECTED ON WEDNESDAY, 18 OCTOBER 2000. THE FINANCIAL EFFECTS OF THE BEARING
MAN ACQUISITION AND THE INVICTA BEARINGS ACQUISITION (JOINTLY REFERRED TO AS
"THE TRANSACTION") ON THE RESPECTIVE SHAREHOLDERS OF INVICTA HOLDINGS AND
BEARING MAN WERE PUBLISHED IN THE PRESS ON 18 AUGUST 2000 AND INVICTA HOLDINGS
SHAREHOLDERS APPROVED THE BEARING MAN ACQUISITION ON 18 SEPTEMBER 2000.
2. APPROVAL OF COMPETITION AUTHORITIES
THE COMPETITION AUTHORITIES APPROVED THE TRANSACTION ON FRIDAY, 13 OCTOBER 2000
AND ACCORDINGLY THE BEARING MAN ACQUISITION AND THE INVICTA BEARINGS
ACQUISITION HAVE BECOME UNCONDITIONAL.
3. UNCONDITIONAL OFFER TO BEARING MAN MINORITIES
INVICTA HOLDINGS NOW HOLDS 57 809 630 BEARING MAN SHARES, CONSTITUTING 54,723%
OF THE ISSUED SHARE CAPITAL OF BEARING MAN WHICH RESULTED IN A CHANGE OF
CONTROL OF BEARING MAN. ACCORDINGLY, INVICTA HOLDINGS IS REQUIRED IN TERMS OF
THE PROVISIONS OF THE SECURITIES REGULATION CODE ON TAKE-OVERS AND MERGERS, TO
EXTEND A MANDATORY OFFER TO THE BEARING MAN MINORITY SHAREHOLDERS FOR THE SAME,
OR A COMPARABLE, CONSIDERATION. THE PURCHASE CONSIDERATION OF R91 773 416,70
PAYABLE IN CASH BY INVICTA HOLDINGS TO AVENG LIMITED IN TERMS OF THE BEARING
MAN ACQUISITION AGREEMENT AMOUNTS TO 159 CENTS PER BEARING MAN SHARE.
4. MAINTENANCE OF LISTING OF BEARING MAN ON THE JOHANNESBURG STOCK EXCHANGE
INVICTA HOLDINGS DOES NOT WISH TO INCREASE ITS HOLDING IN BEARING MAN AT
PRESENT AND HAS RECEIVED IRREVOCABLE UNDERTAKINGS FROM SHAREHOLDERS OF BEARING
MAN, INTER ALIA, G J TILL AND R E SHERRELL, WHO ARE DIRECTORS AND MATERIAL
SHAREHOLDERS OF BEARING MAN, THAT THEY WILL NOT ACCEPT THE OFFER IN RESPECT OF
APPROXIMATELY 35% OF THE ISSUED SHARE CAPITAL OF BEARING MAN. INVICTA HOLDINGS
THUS CANNOT INVOKE THE PROVISIONS OF SECTION 440K OF THE ACT, WHICH WOULD
ENTITLE INVICTA HOLDINGS TO ACQUIRE THOSE SHARES OF BEARING MAN SHAREHOLDERS
WHO DID NOT ACCEPT THE MANDATORY OFFER, IF ACCEPTANCES HAD BEEN RECEIVED FROM
BEARING MAN MINORITY SHAREHOLDERS IN RESPECT OF AT LEAST 90% OF THE BEARING MAN
SHARES HELD BY BEARING MAN MINORITY SHAREHOLDERS. ACCORDINGLY, BEARING MAN WILL
MAINTAIN ITS LISTING ON THE JSE PURSUANT TO THE OFFER.
5. SALIENT DATES AND TIMES
THE SALIENT DATES AND TIMES OF THE OFFER ARE SET OUT BELOW. THESE DATES AND
TIMES ARE SUBJECT TO CHANGE AND ANY CHANGES WILL BE ANNOUNCED IN THE PRESS AND
ON SENS.
2000
OFFER OPENS AT 09:00 ON WEDNESDAY, 8 NOVEMBER
OFFER CLOSES AT 16:00 ON FRIDAY, 1 DECEMBER
LAST DAY FOR RECEIPT OF POSTAL ACCEPTANCES,
POSTMARKED ON OR BEFORE FRIDAY,
1 DECEMBER 2000, TO BE RECEIVED BY 14:30 ON TUESDAY, 5 DECEMBER
RESULTS OF OFFER PUBLISHED ON WEDNESDAY, 6 DECEMBER
6. FINANCIAL EFFECTS OF THE OFFER
THE TABLE BELOW SETS OUT THE FINANCIAL EFFECTS OF THE OFFER ON THE MARKET
VALUE, EARNINGS PER SHARE, NET ASSET VALUE, AND NET TANGIBLE ASSET VALUE PER
BEARING MAN SHARE. THE EARNINGS, NET ASSET VALUE AND NET TANGIBLE ASSET VALUE
PER SHARE IN THE "BEFORE" COLUMN ARE BASED ON THE AUDITED PUBLISHED RESULTS OF
BEARING MAN FOR THE YEAR ENDED 30 JUNE 2000.
BEFORE AFTER- %
(CENTS ACCEPTING CHANGE
OFFER
(CENTS)
MARKET VALUE ON 16 OCTOBER 2000 152 (NOTE 1) 159 4,6
MARKET VALUE ON 12 JULY 2000 160 (NOTE 2) 159 (0,6)
EARNINGS PER SHARE (NOTE 4) 24,2(NOTE 3) 9 (NOTE 7) (62,8)
NET ASSET VALUE (NOTE 4) 145 (NOTE 5) 159 9,7
NET TANGIBLE ASSET VALUE(NOTE 4) 145 (NOTE 6) 159 9,7
AFTER-NOT %
ACCEPTING CHANGE
OFFER
(CENTS)
MARKET VALUE ON 16 OCTOBER 2000 152 (NOTE 1) -
MARKET VALUE ON 12 JULY 2000 152 (NOTE 1) (5)
EARNINGS PER SHARE (NOTE 4) 30,3 (NOTE 8) 25,2
NET ASSET VALUE (NOTE 4) 147 (NOTE 8 ) 1,4
NET TANGIBLE ASSET VALUE (NOTE 4) 144 (NOTE 8) (0,7)
NOTES:
1. THE CLOSING PRICE OF BEARING MAN SHARES ON THE JSE ON MONDAY, 16 OCTOBER
2000, BEING THE LAST PRACTICABLE DATE PRIOR TO THE PUBLICATION OF THIS
ANNOUNCEMENT.
2. THE CLOSING PRICE OF BEARING MAN SHARES ON THE JSE ON 12 JULY 2000, BEING
THE DATE PRIOR TO THE PUBLICATION OF THE TERMS ANNOUNCEMENT INCLUDING INVICTA
HOLDING'S PROPOSED CONDITIONAL OFFER.
3. AUDITED EARNINGS PER SHARE AS AT 30 JUNE 2000.
4. BASED ON THE NUMBER OF ORDINARY SHARES IN ISSUE AT 30 JUNE 2000, BEING 105
640 645.
5. AUDITED NET ASSET VALUE AS AT 30 JUNE 2000.
6. AUDITED NET TANGIBLE ASSET VALUE AS AT 30 JUNE 2000.
7. THE EARNINGS PER SHARE IN THE "AFTER - ACCEPTING OFFER" COLUMN ASSUMES THAT
THE OFFER CONSIDERATION IS INVESTED AT A CALL RATE OF 9,75% PER ANNUM FOR THE
FULL FINANCIAL YEAR ENDED 30 JUNE 2000, LESS THE MAXIMUM INDIVIDUAL TAX RATE OF
42% APPLICABLE.
8. THE "AFTER - NOT ACCEPTING OFFER" COLUMN ASSUMES THAT THE INVICTA BEARINGS
ACQUISITION HAD BEEN EFFECTIVE FOR THE FULL FINANCIAL YEAR ENDED 30 JUNE 2000.
7. CONFIRMATION OF CASH RESOURCES
INVESTEC BANK LIMITED HAS CONFIRMED TO THE SECURITIES REGULATION PANEL THAT
INVICTA HOLDINGS HAS SUFFICIENT RESOURCES TO DISCHARGE ITS OBLIGATION IN TERMS
OF THE UNCONDITIONAL OFFER.
8. OPINION OF THE BOARD OF BEARING MAN AND APPOINTMENT OF INDEPENDENT ADVISER
THE BOARD OF BEARING MAN HAS FORMED A COMMITTEE TO EVALUATE THE TERMS OF THE
UNCONDITIONAL OFFER TO BEARING MAN MINORITY SHAREHOLDERS AND TO EXPRESS ITS
OPINION ON THE OFFER. MOORES ROWLAND , CHARTED ACCOUNTANTS (SA) HAS BEEN
MANDATED AS INDEPENDENT ADVISER TO THE BEARING MAN MINORITY SHAREHOLDERS. THE
OPINIONS AND RECOMMENDATIONS OF THE BOARD OF BEARING MAN AND THE INDEPENDENT
ADVISER WILL BE INCLUDED IN THE OFFER DOCUMENT, WHICH WILL BE SENT TO BEARING
MAN MINORITY SHAREHOLDERS AS DETAILED HEREUNDER.
9. DOCUMENTATION
A CIRCULAR CONTAINING DETAILS OF THE UNCONDITIONAL OFFER, INCLUDING THE SALIENT
DATES AND TIMES AND INCORPORATING A FORM OF ACCEPTANCE, SURRENDER AND TRANSFER,
WILL BE POSTED TO BEARING MAN MINORITY SHAREHOLDERS ON OR BEFORE MONDAY, 8
NOVEMBER 2000.
10. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
SHAREHOLDERS OF INVICTA HOLDINGS AND BEARING MAN ARE ADVISED THAT CAUTION IS NO
LONGER REQUIRED WHEN DEALING IN THE RESPECTIVE SECURITIES ON THE JSE.
CONSTANTIA
18 OCTOBER 2000
CORPORATE ADVISER TO TRANSACTION
BOE MERCHANT BANK
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