South African media company New Africa Investments Limited (Nail) said on Friday that its board has considered the terms of the offer by the Tiso consortium and believe that because payment of the consideration offered of R10,50 will be made within a relatively short period, and the relative certainty attached to the payment, that the consideration is fair and reasonable to Nail shareholders.
The acquisition of Nail’s assets have been the focus of a tussle between the Tiso Consortium and the rival Kagiso consortium comprising Kagiso Media and Johnnic Communications.
Nail said that given the status of the various regulatory issues, the Tiso offer, the status of the Kagiso offer and the recommendation of the independent board relating to the Tiso offer, shareholders are advised that caution is no longer required to be exercised by shareholders when dealing in their securities.
Nail said that the as at 15 October 2003, the Tiso consortium has acquired 88,3% of all N ordinary shares and 68,2% of all ordinary shares in Nail not held by Phaphama and accordingly any shareholder who does not accept the Tiso offer will remain a small minority shareholder in the company which may be delisted.
On Thursday the Tiso Consortium said it has appealed against aspects of a ruling made by the Securities Regulation Panel (SRP) with regards to its offer for Nail.
“The Tiso Consortium believes that the SRP ruling, followed by the incorrect statements made in and to the media relating to the potential price increase above R10,50 to Nail shareholders (“the increased offer price”), have presented a misleading position to Nail shareholders,” the consortium said.
“As previously indicated to the SRP prior to the SRP ruling, the Tiso Consortium had agreed that if it were ever finally ruled by the SRP or any court that any arrangement would result in the increased offer price in terms of Rule 13 of the Securities Regulation Code and Rules of the Securities Regulation Panel (“the Rule 13 issue”), that arrangement would be null and void and would not be implemented and accordingly can not result in any price increase to Nail shareholders who accept the offer.
“Notwithstanding the fact that the Rule 13 issue will not lead to a price increase to Nail shareholders, the Tiso Consortium has appealed the SRP’s decision relating to the Rule 13 issue as it believes this aspect of the SRP ruling is incorrect.
“The Tiso Consortium also believes that the SRP ruling in relation to the Rule 13 issue is based on inaccurate facts and will address these issues in its appeal to the SRP.”
The SRP ruled on Wednesday that the Tiso Consortium must up its offer to minorities of the media group if it sticks to certain special arrangements between itself and some shareholders.
The request for a ruling in this regard was brought by the rival Kagiso Consortium which had complained that special arrangements with members of the consortium and Nail’s majority shareholder, Phaphama, put them in a better position than other Nail shareholders.
Kagiso asked that the SRP order Tiso to up its offer to all Nail shareholders because of the special arrangements.
The SRP consequently ordered that Tiso increase its offrer to other Nail shareholders by an amount equivalent to the value of the highest “inducement” to Phaphama and Safika which is a member of the Tiso consortium. – I-Net Bridge