| Wed 26 Mar 2008, 14:15 | | ICC - Industrial Credit Company Africa Holdings - Detailed Cautionary |
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ICC
ICC
ICC - Industrial Credit Company Africa Holdings - Detailed Cautionary
Announcement Relating To The Disposal And Renewal Of Cautionary Announcement
INDUSTRIAL CREDIT COMPANY AFRICA HOLDINGS LIMITED
("ICC" or "the Company")
(Incorporated in the Republic of South Africa)
(Registration Number: 1997/010950/06)
Share Code: ICC & ISIN Code: ZAE000053203
DETAILED CAUTIONARY ANNOUNCEMENT RELATING TO THE DISPOSAL OF INDUSTRIAL CREDIT
COMPANY ZAMBIA (PROPRIETARY) LIMITED ("ICC ZAMBIA") AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT
1. Introduction
Shareholders are advised that directors have received, and accepted, an
offer from Loita Capital Partners International and/or its nominees dated
20 March 2008 for the purchase of 100% of the shares in ICC Zambia for a
purchase consideration of R500 000 to be settled in cash and to take over
any known obligations of ICC Zambia as well as obligations due to
Industrial Credit Company Africa Holdings Limited to a maximum amount of
US$600 000. The transaction is a related party transaction and is also an
affected transaction in terms of s228 of the Companies Act, requiring
approval from the Securities Regulation Panel ("SRP") and ICC shareholders
in general meeting. An independent opinion on the disposal will be required
in terms of both the JSE Limited Listings Requirements and the SRP Code.
The SRP may preclude certain shareholders from voting on the disposal.
2. Rationale for the disposal
Following communication received from the Reserve Bank of Zambia regarding
capital adequacy, ICC Zambia requires a minimum capital injection of 10
billion Zambian Kwacha (US$ 2 800 000) from its shareholder, namely ICC and
ICC is unable to facilitate the capital call given its share price and
current market conditions in South Africa.
3. Pro forma financial effects of the disposal
The financial effect of the disposal will be announced following the
publication by the company of its annual results for the year ended 31
December 2007.
4. Conditions precedent and documentation
The disposal is subject to, inter alia, the approval by the ICC
shareholders in general meeting. A circular will be forwarded to ICC
shareholders in due course. The disposal will constitute ICC as a cash
shell and, in accordance with JSE Listings Requirements, the company will
have six months in which to acquire other assets, failing which its listing
may be suspended and ultimately terminated.
5. Renewal of cautionary announcement
Shareholders are advised that the pro forma financial effects still need to
be published, but are expected to have a material effect on the price of
the company`s securities. In addition, the company is in other negotiations
which may have an impact on the price at which its securities trade.
Shareholders are accordingly advised to continue to exercise caution when
dealing in the company`s securities until an announcement detailing the pro
forma financial effects is made.
Johannesburg
26 March 2008
Sponsor
Arcay Moela Sponsors
(Proprietary) Limited
Date: 26/03/2008 14:15:48 Produced by the JSE SENS Department.
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