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MAH - ASX Company Announcement
$rea1 THIS IS A PRIORITY ITEM
4 January 2000
Part 1/1
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MACMAHON HOLDINGS LIMITED
-------------------------
HOMEX - Adelaide
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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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