Acquisition of remaining 49.999% interest in Contexx Holdings


WBO 201209100011A
Acquisition of remaining 49.999% interest in Contexx Holdings

WILSON BAYLY HOLMES OVCON LIMITED
Building and civil engineering contractors
(Registration no. 1982/011014/06)
ISIN No: ZAE 000009932 Share code : WBO (“WBHO”)
Acquisition of remaining 49.999% interest in Contexx Holdings (Pty) Limited
(“Contexx”) (the “Acquisition”)

  1. The Acquisition
    The directors of WBHO (“Directors”) are pleased to announce that Probuild Constructions (Aust) Pty Ltd (“Probuild”), an Australian based construction company and a subsidiary of WBHO, has reached agreement with Messrs. S Gray and N Henderson, to acquired the remaining 49.9% interest in Contexx Holdings (Pty) Limited (“Contexx”) that they do not already own (“the Proposed Acquisition”). It is anticipated that the Proposed Acquisition will be effective from 1 July 2012.

  2. Rationale
    Probuild specialises in industrial and commercial construction, whilst Contexx has specialty in high-rise residential construction. The envisaged benefits arising from the Proposed Acquisition are, inter alia:
    • Facilitating the opportunities for Probuild and Contexx to collaborate on projects that required diverse expertise;
    • Improved cash flow generation to fund construction activities;
    • Enhanced management succession planning; and
    • Operational synergies as a result of combining the infrastructure of the two businesses.

  3. Financial effects of the transaction
    The Contexx Acquisition is not expected to have a material effect on WBHO’s earnings, headline earnings or net asset value per share.

  4. Small related party transaction
    The 49.999% interest in Connexx will be acquired from interests associated with the two founding directors of Contexx, Messrs. S Gray and N Henderson. The Acquisition has been structured such that Messrs. S Gray and N Henderson will continue working in the combined business, and will have a shareholding in Probuild in terms of the existing Probuild management share scheme.

    In terms of the Listings Requirements of the JSE Limited (“the JSE”) (the “Listings Requirements”), as Messrs. S Gray and N Henderson are directors of Contexx, they are deemed to be a related parties to WBHO.

    Accordingly, in terms of section 10.7 of the Listings Requirements, as the value of the Proposed Acquisition, in so far as it relates to WBHO, exceeds 0.25% but less than 5% of WBHO’s market capitalisation, it meets the definition of a small related party transaction. As a result, the Directors are required to provide the JSE with written confirmation from an independent professional expert that the terms of the Proposed Acquisition are fair insofar as the shareholders of WBHO are concerned (“the Fairness Opinion”).

    As required in terms of section 10.7 of the Listings Requirements of the JSE, on 17 August 2012, Investec Bank Limited delivered to the JSE an opinion to the effect that, as of the date of the opinion and based upon and subject to the factors and assumptions detailed in its letter, the terms and conditions of the related party transactions are fair to the WBHO shareholders. The Fairness Opinion will be available for inspection at the registered offices of WBHO during normal business hours for 28 business days from the date of this announcement.

Investment Bank and sponsor

Investec Bank Limited

Sandton
10 September 2012

Date: 10/09/2012 09:15:00 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.