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| Subject: Re: MAH & LJFT | Date: 1/3/2000 8:25 PM | |
| Author: Barcoo | Number: 1026 of 6186 | |
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MAH - ASX Company Announcement $rea1 THIS IS A PRIORITY ITEM 4 January 2000 Part 1/1 -------- MACMAHON HOLDINGS LIMITED ------------------------- HOMEX - Adelaide ------------------------- Takeover Offer by LJFT Limited This morning a Part A Statement was served on Macmahon Holdings Limited ("Macmahon") by LJFT Limited ACN 090 842 434 ("LJFT"). It appears that LJFT is a special purpose company established principally for the purposes of the proposed offer. The proposed offer relates only to Ordinary Shares in Macmahon. It does not extend to Converting Preference Shares issued by Macmahon. In summary the proposed offer is to exchange for each fully paid $0.50 cent Macmahon Ordinary Share; One Ordinary Share in LJFT fully paid to $0.30 cents; and One Option expiring on 31 December 2002 entitling the holder to be issued with one LJFT Ordinary Share on payment of the exercise price of $0.30 cents. LJFT has entered into an agreement with Quoted Securities Pty Ltd ACN 090 815 571 ("Quoted"). Two Directors of LJFT, namely Messrs R Jimenez and M L Cellante, are said to have a substantial financial interest in Quoted. Pursuant to that agreement Quoted will have the right to subscribe for 250 million Ordinary Shares in LJFT at $0.30 cents each for cash which will be partly paid in the first instance to $0.000001 cent with the balance payable in the discretion of Quoted. On the exercise of this right and payment in full for each share Quoted will be entitled to an option exercisable within 5 years at $0.30 cents per share on the basis that an option for one share will be issued for each of the partly paid shares when they are fully paid. If all of the partly paid shares were fully paid Quoted would have options in respect of a further 250 million shares in LJFT. Through this mechanism Quoted can acquire and maintain control of 50.1% of the issued capital of LJFT. If all Macmahon ordinary shareholders accepted the offer in respect of all of their shares (157,092,407) and Quoted exercised its rights in respect of 157,722,035 shares in LJFT Macmahon ordinary shareholders would have 49.9% of LJFT. Because the securities offered in consideration are in a newly formed, presently unlisted, special purpose company without any trading history or existing asset base and are subject to the special arrangements with Quoted described above, the offer is not straightforward. Macmahon was informed, for the first time, on 31 December 1999, of the proposed bid. However, within the last 4 months interests associated with an LJFT director approached Macmahon seeking the issue of options at $0.10 cents each to acquire Macmahon Ordinary Shares within 2 years at or around $0.45 cents for each Ordinary Share, on conditions which were unsatisfactory to Macmahon. Macmahon Directors are in the process of evaluating the Part A and proposed offer and caution shareholders in dealing in their shares in the Company until the Directors have had an opportunity to properly consider the proposal. M Young FINANCE DIRECTOR ends - AAP i 4-01 1203 |
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