BDM
BDM - Buildmax - Change in control of Buildmax, offer to shareholders and
renewal of cautionary
Buildmax Limited
(Registration No. 1995/012209/06)
Share Code: BDM & ISIN Code: ZAE000011250
("Buildmax")
CHANGE IN CONTROL OF BUILDMAX, OFFER TO SHAREHOLDERS AND RENEWAL OF CAUTIONARY
CHANGE IN CONTROL
Shareholders of Buildmax are advised that an agreement has been concluded by
SMG Holdings Limited ("SMG"), the current controlling shareholder in Buildmax,
in terms of which SMG has agreed to dispose of 28 373 910 of its Buildmax
shares (the "sale shares") at a price of R1,45 per share (the "disposal") to
Valleylight Investments (Pty) Ltd, which represents a number of parties,
including a consortium (the "consortium") comprising Westbrooke Investments
(Pty) Ltd, Interactive Capital (Pty) Ltd and Neil Lazarus.
MANDATORY OFFER
Pursuant to the disposal, the consortium will acquire in excess of 35% of the
issued shares in Buildmax. In compliance with Rule 8 of the Securities
Regulation Code on Takeovers and Mergers (the "SRP Code"), the consortium will
accordingly make an offer to all Buildmax shareholders to acquire all of their
Buildmax shares (other than the shares held by the consortium) for a price of
R1,45 per share. The consortium does not currently own any shares in Buildmax.
The offer will be conditional upon the disposal of the sale shares by SMG
being approved by SMG shareholders in terms of section 228 of the Companies
Act, 61 of 1973, being the sole condition to the disposal.
RETENTION OF LISTING
It is the intention of the consortium, after the implementation of the offer,
to retain the listing of Buildmax. Discussions are currently in process with
regard to the potential reversal into Buildmax of significant assets in the
building materials and construction and mining equipment and services
industries, further details of which will be disclosed to shareholders in due
course.
CONFIRMATION OF FINANCIAL RESOURCES
Confirmation has been furnished to the Securities Regulation Panel that
sufficient resources are available to the consortium to satisfy full
acceptance of the offer.
OPINION, RECOMMENDATIONS AND OFFER CIRCULAR
The Buildmax board will appoint independent advisors to provide it with the
external advice regarding the offer required in terms of the SRP Code.
The opinions and recommendations of the independent advisors and the board
will be set out in the offer circular to be distributed to Buildmax
shareholders in due course.
RENEWAL OF CAUTIONARY
Shareholders are advised to continue to exercise caution when dealing in
Buildmax shares until a further announcement is made.
Johannesburg
6 August 2007
Sponsor
Sasfin Capital
a division of Sasfin Bank Limited
Corporate and legal advisors to the consortium
Java Capital (Proprietary) Limited
Date: 06/08/2007 15:19:01 Produced by the JSE SENS Department. |