| Mon 17 Sep 2007, 17:00 | | AEG - Aveng Limited - Announcement |
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AEG
AEG
AEG - Aveng Limited - Announcement
AVENG LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1944/018119/06)
ISIN: ZAE000018081
SHARE CODE: AEG
("Aveng" or "the Company")
FURTHER ANNOUNCEMENT RELATING TO THE R3.5 BILLION VOLUNTARY OFFER FROM RAND
MERCHANT BANK TO SHAREHOLDERS FOLLOWED BY A SPECIFIC REPURCHASE OF SHARES BY
AVENG
1. INTRODUCTION
Further to the announcement on Monday 10 September 2007, shareholders of
Aveng are hereby provided further details relating to the RMB offer and the
repurchase by Aveng from RMB. A circular which contains details of the RMB
offer and the repurchase will be dispatched to shareholders on Tuesday 18
September 2007.
2. THE RMB OFFER
RMB will make an offer to all shareholders to purchase a maximum of 65 838
977 Aveng shares which, based on the RMB offer consideration as referred to
in 2.3 below, will result in a maximum aggregate amount of R3.5 billion
being returned to shareholders on a "first come, first served" basis on the
terms and subject to the conditions set out below:
2.1 Terms of the RMB offer
2.1.1 Subject to the fulfilment of the outstanding conditions precedent set
out in 2.2 below, RMB will purchase from shareholders, on a "first
come, first served" basis, at a price per share as set out in 2.3.1
below, the shares tendered in terms of the RMB offer up to a maximum
of 65 838 977 shares.
2.1.2 The RMB offer will be conducted on a "first come, first served" basis
and on the basis that all shareholders who accept the offer on a given
day will be treated equally. RMB will, after the close of trading on
each day after the RMB offer opens, purchase all shares tendered to it
by shareholders on that day, unless the number of shares tendered
during the day, when aggregated with the number of shares already so
purchased by RMB pursuant to the RMB offer, exceeds the maximum number
of 65 838 977 shares. In such event, RMB will purchase a percentage of
total shares tendered on that day such that the total number of shares
purchased under the RMB offer is 65 838 977 in aggregate and the RMB
offer will be deemed to have closed on that day.
2.1.3 Payment of the RMB offer consideration for all shares sold pursuant to
the RMB offer will be settled within 5 business days of RMB purchasing
such shares, in accordance with the provisions of the RMB offer and as
per normal Strate settlement rules.
2.1.4 Shareholders will be advised daily via SENS announcements of the level
of acceptances of the RMB offer and the cumulative number of shares
sold to RMB pursuant thereto.
2.1.5 It should be noted that shareholders who hold Aveng shares prior to
the opening of the RMB offer will be entitled to the 2007 final
dividend and as such the RMB offer price should be viewed as an `ex
dividend` purchase consideration.
2.2 Conditions precedent
2.2.1 The opening of the RMB offer and, accordingly, the purchase and sale
of any shares to RMB pursuant thereto, is subject to the following
outstanding conditions precedent:
2.2.2.1 the special resolution approving the repurchase as a specific
approval, in terms of section 85 of the Companies Act being passed by
the requisite majority at the general meeting to be held on Thursday
11 October 2007 and such special resolution being registered by the
Registrar of Companies on or before Friday 12 October 2007 (or such
later date as RMB and Aveng may agree in writing); and
2.2.2.2 the volume weighted average market price of Aveng shares on the JSE
Limited ("JSE") on Wednesday 10 October 2007, being the trading day
immediately prior to the Aveng shareholders` meeting, not being lower
than 85% of the RMB offer consideration; and
2.2.2 Should any of the outstanding conditions precedent referred to in
2.2.1 above not have been timeously satisfied or waived in writing by
Aveng or RMB as relevant, the RMB offer shall ipso facto lapse and be
of no force or effect.
2.3 The RMB offer consideration
2.3.1 The RMB offer consideration comprises a cash consideration of R53.16
per Aveng share, being equal to the volume weighted average price per
share on the JSE Limited ("JSE") for the trading week ending Friday 14
September 2007 of R54.01 per share* less the dividend of R0.85 per
share declared by Aveng for the year ended 30 June 2007 to which
shareholders will be entitled on 12 October 2007 ("RMB offer
consideration").
2.3.2 Shareholders will be entitled to tender anything up to 100% of their
Aveng shareholding to RMB. The RMB offer will be conducted on a "first
come, first served" basis;
2.3.3 RMB will, through the transfer secretaries, administer and effect
settlement of the RMB offer consideration to shareholders accepting
the RMB offer.
* Source: I-Net Bridge
2.4 The RMB offer period
Subject to the outstanding conditions precedent set out in 2.2.1 being
satisfied or waived in writing by Aveng or RMB as relevant, the RMB offer
will open for acceptances from 10:00 on Monday 15 October 2007 and is
expected to close at 12:00 on Friday 2 November 2007. Any amendments to the
opening and closing dates or times of the RMB offer will be released on
SENS and published in the South African press.
3. THE REPURCHASE
3.1 Terms of the repurchase and the repurchase consideration
Aveng will, subject to obtaining the requisite shareholder approval,
repurchase, on the day after the closing of the RMB offer from RMB all the
shares acquired by RMB in terms of the RMB offer at a price per share equal
to the RMB offer consideration, being the price at which RMB acquired those
shares in terms of the RMB offer ("the repurchase consideration").
3.2 Pro forma financial effects of the repurchase
The table below, which also includes the financial effects of Aveng`s
disposal of its indirect interest in Holcim South Africa, sets out the
unaudited pro forma financial effects of the repurchase on basic earnings
per share ("EPS"), diluted basic EPS, headline EPS, diluted headline EPS,
net asset value per share and net tangible asset value per share, based on
the audited results of Aveng for the year ended 30 June 2007.
The unaudited pro forma financial effects are the responsibility of the
Aveng directors and have been prepared for illustrative purposes only to
provide information about how the repurchase may impact shareholders on the
relevant reporting date. Due to their nature, the unaudited pro forma
financial effects may not be a fair reflection of Aveng`s financial
position, changes in equity, results of operations or cashflows after
implementation of the repurchase or of Aveng`s future earnings:
Before Change After % Change After % Change
the due to the Change due to the
disposa dispos disposa repurcha repurch
l(1) al l(2) se ase(3)
Earnings 1,922.5 102.2 2,024.7 5% 342.6 2,367.3 17%
per share
(cents)
Headline 343.5 (4.6) 338.9 (1%) (0.3) 338.6 0%
earnings
per share
(cents)
Fully 1,567.1 82.8 1,649.9 5% 207.6 1,857.5 13%
diluted
earnings
per share
(cents)
Fully 289.6 (3.7) 285.9 (1%) (8.6) 277.3 (3%)
diluted
headline
earnings
per share
(cents)
Net asset 2,772.8 - 2,772.8 0% (507.3) 2,265.5 (18%)
value per
share
(cents)
Net 2,575.9 - 2,575.9 0% (546.5) 2,029.4 (21%)
tangible
asset
value per
share
(cents)
Number of 396.1 - 396.1 0% (65.8) 330.3 (17%)
shares in
issue
(millions)
Weighted 389.2 - 389.2 0% (65.8) 323.4 (17%)
average
number of
shares in
issue
(millions)
Diluted 481.0 - 481.0 0% (65.8) 415.2 (14%)
weighted
average
number of
shares in
issue
(millions)
Notes:
1. Audited consolidated financial results of Aveng as reported for the year
ended 30 June 2007.
2. The "After the disposal" column illustrates the impact of the Holcim
disposal on the 2007 full year results and was calculated on the following
basis:
- the 45.65% shareholding in Altur Investments was sold with effect from 1
July 2006;
- the cash proceeds from the disposal were received on 1 July 2006;
- interest was earned on the net cash proceeds received at an after tax rate
of 6.4% per annum for the period 1 July 2006 to 30 June 2007;
- the profit on disposal of the sale shares of R6.451 billion (calculated
based on the carrying value of Altur Investments at 30 June 2007 and after
deducting transaction costs) has been excluded in the calculation of
headline earnings per share and fully diluted headline earnings per share.
For the purposes of this calculation:
- the carrying value of the investment as the date of sale of Altur
Investments was R322m;
- the equity accounted earnings that would have been accounted for the
period until the disposal in May 2007 would have been R415m; and
- the total cash disposal proceeds amount to R6.773 billion.
3. The "After the repurchase" column is calculated on the following basis:
- The financial impact on the earnings of Aveng are illustrated as if the
repurchase had been implemented at the beginning of the year which ended 30
June 2007, while the impact on the net assets of Aveng are shown as if the
repurchase had been implemented on 30 June 2007;
- the repurchase consideration is R3.5 billion in aggregate;
- the repurchase consideration was paid on 1 July 2006;
- a repurchase consideration of R53.16 per share, determined in accordance
with 2.3 above;
- the number of shares in issue reduces by 65.8 million as a result of the
repurchase at the repurchase consideration of R53.16 per share;
- the interest assumed to be earned on the net cash proceeds received (at an
after tax rate of 6.4% per annum) for the period 1 July 2006 to 30 June
2007 was reduced to account for the R3.5 billion that is assumed to be paid
on 1 July 2006; and
- no STC was incurred due to STC credit on Altur Investments disposal.
4. SALIENT DATES AND TIMES
2007
Last day to lodge forms of proxy for Tuesday 9 October
the general meeting by 10:00 on
General meeting to be held at 10:00 on Thursday 11 October
Results of the general meeting Thursday 11 October
released on SENS on
Results of the general meeting Friday 12 October
published in the South African press
on
Last date to trade in order to receive Friday 12 October
Aveng dividend for 2007 year on
RMB offer becomes unconditional on Friday 12 October
RMB offer opens at 10:00 on Monday 15 October
Last date to trade in order to Friday 26 October
participate in the RMB offer is
Aveng shares trade "ex" the RMB offer Monday 29 October
on
RMB offer closes at 12:00 on Friday 2 November*
Record date for the RMB offer on Friday 2 November*
Result of RMB offer released on SENS Monday 5 November*
and published in South African press
on
* The RMB offer may close prior to this date in the event that the maximum
number of shares to be acquired in terms of the RMB offer has been tendered
in terms of the RMB offer. In that case, the RMB offer will be deemed to
close on such earlier date.
5. JSE LISTING
The JSE listing of all those shares that will be repurchased by Aveng from
RMB will be subsequently terminated and the shares so acquired cancelled by
Aveng.
Sandton
17 September 2007
Merchant bank and transaction sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Independent sponsor
JP Morgan Equities
Corporate law advisers to Aveng
Taback and Associates
Reporting accountants and auditors
Ernst & Young Inc.
Legal advisers to RMB
Werksmans Inc.
Date: 17/09/2007 17:00:00 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.
