| Mon 5 Nov 2007, 14:32 | | AEG - Aveng Limited - Final Results of the RMB Off |
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AEG
AEG
AEG - Aveng Limited - Final Results of the RMB Offer and announcement relating
to a pro rata repurchase of shares by Aveng by way of a scheme of arrangement
AVENG LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1944/018119/06)
ISIN: ZAE000018081
SHARE CODE: AEG
("Aveng" or "the Company")
FINAL RESULTS OF THE RMB OFFER AND ANNOUNCEMENT RELATING TO A PRO RATA
REPURCHASE OF SHARES BY AVENG BY WAY OF A SCHEME OF ARRANGEMENT
1. INTRODUCTION
In terms of the circular to shareholders dated 18 September 2007, the board
of Aveng proposed to return R3.5 billion of capital to shareholders via a
specific repurchase by Aveng from RMB of all shares tendered into the
voluntary RMB offer. However, as a result of the movement in the share
price in the period leading up to and during the period of the RMB offer to
levels that were significantly in excess of the RMB offer consideration,
there were limited shares, totalling 365,257 shares, tendered into the RMB
offer.
After evaluation of various alternatives, the board of Aveng is proposing
to return capital to shareholders through a further pro rata repurchase of
14% of its issued share capital ("the repurchase"). The repurchase will be
undertaken through a scheme of arrangement ("the scheme") in terms of
section 311 of the Companies Act 61 of 1973, as amended ("the Companies
Act"), whereby Aveng will acquire 14 shares for every 100 shares held by
shareholders for R61.58 per share, being the volume weighted average price
per share on the JSE Limited ("JSE") on Friday 2 November 2007.(Source: I-
Net Bridge)
Subject to the High Court ordering the convening of the requisite scheme
meeting of shareholders to consider the scheme in terms of the Companies
Act, a circular which contains details of the scheme will be dispatched to
shareholders on or about 6 December 2007 ("the circular").
2. CONDITIONS PRECEDENT
The scheme will be subject to the fulfillment of, inter alia, the following
conditions precedent:
- the special and ordinary resolutions required to proceed with the
repurchase, being duly passed at the general meeting of Aveng, and the
special resolution being registered by the Companies and Intellectual
Property Registration Office of South Africa ("CIPRO");
- the scheme being agreed to by a majority representing not less than three-
fourths of the votes exercisable by the scheme members present and voting,
either in person or by proxy, at the scheme meeting;
- the scheme being sanctioned by the Court; and
- a certified copy of the Order of Court sanctioning the scheme being
registered by CIPRO.
3. FINANCIAL EFFECTS OF THE SCHEME
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 scheme 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 scheme 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 cash flows after
implementation of the scheme or of Aveng`s future earnings:
Before Change After % Change After %
the due to the Change due to the Change
disposal disposal Disposal scheme Scheme
(1) (3) (2),(4)
Earnings 102.2 2 024.7 5% 271.4 2 296.1 13%
per share
(cents) 1 922.5
Headline 343.5 (4.6) 338.9 (1%) (9.0) 329.9 (3%)
earnings
per share
(cents)
Fully 1 567.1 82.8 1 649.9 5% 164.0 1 813.9 10%
diluted
earnings
per share
(cents)
Fully 289.6 (3.7) 285.9 (1%) (14.0) 271.9 (5%)
diluted
headline
earnings
per share
(cents)
Net asset 2 772.8 - 2 772.8 0% (550.9) 2 221.9 (20%)
value per
share
(cents)
Net 2 575.9 - 2 575.9 0% (583.0) 1 992.9 (23%)
tangible
asset value
per share
(cents)
Number of 396.1 - 396.1 0% (55.5) 340.6 (14%)
shares in
issue
(millions)
Weighted 389.2 - 389.2 0% (55.5) 333.7 (14%)
average
number of
shares in
issue
(millions)
Diluted 481.0 - 481.0 0% (55.5) 425.5 (12%)
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 financial effects of the RMB offer and specific repurchase from RMB by
Aveng are not material and have therefore not been included.
3. 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 at 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.
4. The "After the scheme" column was calculated on the following basis:
- the financial impact on the earnings of Aveng are illustrated as if
the scheme had been implemented at the beginning of the year which
ended on 30 June 2007, while the impact on the net assets of Aveng are
shown as if the scheme had been implemented on 30 June 2007;
- the scheme consideration is R3.415 billion in aggregate which equates
to R61.58 per share, representing the volume weighted average price
per share on the JSE on Friday 2 November 2007;
- the scheme consideration was paid on 1 July 2006;
- the number of shares in issue reduces by 55.5 million as a result of
the scheme;
- 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 R3.415 billion that is
assumed to be paid on 1 July 2006; and
- no STC was incurred.
SALIENT DATES AND TIMES
Circular posted on or about Thursday 6 December 2007
Last day to trade in order to vote at the Friday 28 December 2007
scheme meeting on
Record date for scheme meeting on Monday 7 January 2008
Last day to lodge forms of proxy for the Tuesday 8 January 2008
general meeting by 10:00 on
Last day to lodge forms of proxy for the scheme Wednesday 9 January 2008
meeting by 10:30 on
General meeting to be held at 10:00 on Thursday 10 January 2008
Scheme meeting to be held at 10:30 or so soon Thursday 10 January 2008
after the general meeting has been postponed or
adjourned on
Results of the general and scheme meeting Thursday 10 January 2008
released on SENS on
Results of the general and scheme meeting Friday 11 January 2008
published in the South African press on
Lodge documents with the Court for sanctioning Thursday 17 January 2008
the scheme on
Court hearing to sanction the scheme on Tuesday 22 January 2008
Results of Court hearing released on SENS on Tuesday 22 January 2008
Results of Court hearing published in the South Wednesday 23 January 2008
African press on
Registration of Court Order by CIPRO on or Wednesday 23 January 2008
about
Finalisation date (all conditions precedent Friday 25 January 2008
expected to be met)
Last day to trade in order to participate in Friday 1 February 2008
the scheme and to be registered on the record
date on
Record date to participate in the scheme on Friday 8 February 2008
Operative date of the scheme at the Monday 11 February 2008
commencement of trading on
Scheme consideration posted or cash Monday 11 February 2008
electronically transferred to certificated
shareholders on or about
Dematerialised shareholders will have their Monday 11 February 2008
accounts at their CSDP or broker updated and
credited with the scheme consideration on
*Forms of proxy may also be handed to the chairperson of the scheme meeting up
to 10 minutes before they commence on Thursday 10 January 2008.
Notes:
1. All times shown in this circular are South African local times.
2. The above dates and times are subject to change. Any material change will
be released on SENS and published in the South African press.
3. Aveng shares may not be dematerialised or rematerialised between the period
commencing on the day after the last day to trade in order to participate
in the scheme and the close of business on the record date of the scheme,
both days inclusive.
5. GROWTH OPPORTUNITIES
As previously indicated to shareholders, Aveng is currently evaluating a
number of organic and acquisitive growth opportunities and the capital
requirements in respect of these opportunities have not yet been
conclusively quantified.
Aveng will continue to progress these opportunities and monitor their
capital requirements. Aveng will communicate with shareholders in this
regard at the appropriate time.
Sandton
5 November 2007
Merchant bank and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Sponsor to Aveng
JP Morgan Equities Limited
Corporate law adviser
Taback and Associates
Reporting accountants and auditors
Ernst & Young Inc.
Date: 05/11/2007 14:32:01 Produced by the JSE SENS Department.
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