| Mon 7 Apr 2008, 13:31 | | ALJ - All Joy Foods Limited - Salient Terms Of A P |
|
ALJ
ALJ
ALJ - All Joy Foods Limited - Salient Terms Of A Proposed Fully Underwritten
Rights Offer And Withdrawal Of Cautionary Announcement
ALL JOY FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/000100/06)
JSE Share code: ALJ
ISIN: ZAE000017240
("All Joy" or "the Company")
SALIENT TERMS OF A PROPOSED FULLY UNDERWRITTEN RIGHTS OFFER AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
RIGHTS OFFER
1.1 Introduction
All Joy shareholders are advised that the board of directors of All Joy has on
Friday, 28 March 2008 resolved to raise R15 000 000 (fifteen million Rand) by
way of a fully underwritten renounceable rights offer of 60 000 000 (sixty
million) ordinary shares at an issue price of 25 cents per share ("the rights
offer").
In terms of the rights offer every shareholder of All Joy on the record date
will be invited to subscribe for 143 new shares in All Joy for every 100 All Joy
shares held.
1.2 Terms and conditions of the underwriting agreement
On 1 April 2008 All Joy concluded an underwriting agreement in respect of the
rights offer with Africa Heritage Investment Limited ("AHI") in terms of which
AHI will fully underwrite the subscription of an additional 60 000 000 (sixty
million) ordinary shares ("the rights offer shares") of 1 cents each in the
capital of All Joy, at an issue price of 25 cents per share. No underwriting
commission will be payable.
The underwriter will, by not later than 15 April 2008, deliver to All Joy a bank
guarantee or similar proof of its ability to subscribe for the full amount of
R15 000 000 (fifteen million).
1.3 Conditions precedent
AHI`s underwriting undertaking is subject to the fulfilment of inter alia the
following conditions:
- a listing of the letters of allocation and the 60 000 000 additional issued
shares in the share capital of All Joy being granted by the JSE in
accordance with the timetable relating to the offer;
- the registration of the circular and letter of allocation by the Registrar
of Companies;
- the parties signing all documentation required from time to time for the
purpose of the offer;
- the Securities Regulation Panel granting AHI a waiver from any obligation
to extend an offer to All Joy shareholders as a consequence of this
agreement; and
- if as a result of the underwriting, AHI acquires a shareholding in All Joy
which requires notification to the Competition Commission, then the
approval of the acquisition of such shareholding by the Competition
Commission.
1.4 Terms of the rights offer and application of the rights offer proceeds
The rights offer price of 25 cents per share is at a discount of approximately
28.5 % when compared to the price of All Joy shares of 35 cents at the close of
business on Friday 28 March 2008, the date the directors decided to proceed with
the rights offer.
All Joy intends using the proceeds of the rights offer to redeem debt and as
working capital.
Shareholders will be advised of the salient dates of the rights offer in due
course.
1.5 Documentation
All Joy shall, in due course, post to every shareholder registered as such on
the record date, the letters of allocation in respect of the rights offer,
accompanied by a circular ("the circular") and such other documents as may be
required in terms of the Companies Act, 1973, and the Listings Requirements of
the JSE. The circular and letters of allocation will outline the detailed terms
and conditions applicable to the rights offer in addition to other relevant
information.
2. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
All Joy shareholders are referred to the cautionary announcements dated 22
November 2007, 12 February 2008 and 14 March 2008 and are advised that the
negotiations referred to therein have been terminated. Accordingly, caution is
no longer required when dealing in the company`s securities.
7 April 2008
Johannesburg
Designated Adviser
Exchange Sponsors
Date: 07/04/2008 13:31:22 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.
