| Tue 9 Oct 2007, 14:00 | | AVI - AVI Limited - Payment To shareholders out of |
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AVI
AVI
AVI - AVI Limited - Payment To shareholders out of share premium and adoption of
The Avi Out-Performance Scheme
AVI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017201/06)
Share Code: AVI
ISIN: ZAE000049433
("AVI" or "the Company")
PAYMENT TO SHAREHOLDERS OUT OF SHARE PREMIUM AND ADOPTION OF THE AVI OUT-
PERFORMANCE SCHEME
1. Introduction
The board of directors of AVI ("the board") is pleased to announce its
intention, subject to shareholders` approval to:
- make a specific payment to AVI shareholders out of share premium to be
effected in terms of Section 90 of the Companies Act, 1973, as amended
("the Act") ("the payment"); and
- adopt the AVI Out-Performance Scheme ("the scheme").
2. The payment
2.1 Rationale and terms
In view of AVI`s low balance sheet gearing and strong cash generating
characteristics, the board has approved a program to return approximately
R500 million to shareholders. In order to effect this program within a
reasonable period, the board has resolved to undertake a limited share buy-
back in the open market and to make a specific payment out of share
premium. The board is proposing a payment to shareholders of 75 cents per
AVI share, by way of a reduction of AVI`s share premium account from R411.0
million to R154.0 million. The payment will be made in Rand, out of the
liquid assets of AVI.
2.2 Pro forma financial effects
The board is responsible for the preparation of the unaudited pro-forma
financial effects. Based on the published audited results for the year
ended 30 June 2007, the unaudited pro-forma financial effects of the
payment, on the assumption that the payment is successfully concluded, on
AVI`s earnings per share ("EPS"), headline earnings per share ("HEPS"), net
asset value per share ("NAV") and net tangible asset value per share
("NTAV") are set out below.
This unaudited pro-forma financial information has been prepared for
illustrative purposes only, and because of its nature may not fairly
present AVI`s financial position, changes in equity, results of operations
or cash flows.
Per share Before the Pro-forma after Change
(cents) payment the payment %
EPS 156.6 156.4 (0.1%)
HEPS 146.8 146.6 (0.1%)
NAV 847.0 765.0 (9.7%)
NTAV 512.2 430.3 (16.0%)
Notes:
The pro-forma financial effects of the payment on AVI are calculated on the
following basis:
1. The "before the payment" column is based on AVI`s published audited
financial statements for the year ended 30 June 2007.
2. The "after the payment" earnings and headline earnings have been adjusted
for the transaction costs for the payment to shareholders out of share
premium assuming the transaction took effect on 1 July 2006.
3. The net asset value and tangible net asset value in the "after the payment"
column are based on the following assumptions:
- the payment out of share premium (75 cents per AVI share) took effect on 30
June 2007; and
- the transaction costs have been included in creditors.
4. The assumption has been made that the payment to shareholders out of share
premium will not have a Secondary Tax on Companies effect.
5. The payment will have no effect on the issued share capital of AVI and no
effect on the number of AVI shares in issue.
2.3 Condition precedent
In terms of the Listings Requirements of the JSE Limited ("Listings
Requirements"), the Act and the Company`s Articles of Association, the
payment is subject to the passing of an ordinary resolution by shareholders
approving, as a specific approval, the payment.
3. The scheme
3.1 Purpose
The purpose of the scheme is to replace the AVI Equity Participation Scheme
("the EPP Scheme") approved by shareholders in general meeting during
October 2002. The scheme as contemplated is proposed to simplify the EPP
Scheme, while maintaining materially the same principles and objectives.
3.2 Condition precedent
In terms of the Listings Requirements the adoption of the scheme is subject
to the passing of an ordinary resolution by shareholders.
4. Salient dates and times
2007
Circular posted to shareholders on Tuesday, 9 October
Forms of proxy to be received
by 11:15 on Tuesday, 23 October
General meeting to be held at
or about 11:15 on Wednesday, 24 October
Results of the general meeting released
on SENS on Wednesday, 24 October
Results of the general meeting published
in the press on Thursday, 25 October
Last day to trade on the JSE in order to
receive the payment Friday, 9 November
First trading day ex-payment on the JSE Monday, 12 November
Payment record date Friday,16 November
Payment to shareholders Monday, 19 November
Notes:
1. These dates and times are subject to amendment. Any such amendment will be
released on SENS and published in the press.
2. AVI shares may not be dematerialised or rematerialised between Monday, 12
November 2007 and Friday, 16 November 2007, both days inclusive.
5. General meeting
Notice is hereby given that a general meeting of AVI shareholders to
approve the payment and the scheme will be held at 11:15 (or so soon
thereafter as the annual general meeting of the Company convened for 11:00
on the same date and at the same venue, shall have been concluded or
adjourned) on Wednesday, 24 October 2007 at the registered address of AVI 2
Harries Road, Illovo, Johannesburg.
The circular setting out the full details of the proposed payment and
scheme and the notice convening the general meeting required to implement
these will be posted to shareholders on or about 9 October 2007.
Illovo
09 October 2007
Enquiries +27 (0)11 502-1300
Sponsor
Standard Bank
Date: 09/10/2007 14:00:01 Produced by the JSE SENS Department.
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