| Tue 15 Apr 2008, 15:46 | | ICC - Industrial Credit Company Africa Holdings - |
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ICC
ICC
ICC - Industrial Credit Company Africa Holdings - Withdrawal Of Prior
Announcement And New Detailed Cautionary Announcement Relating To The Disposal
Of Industrial Credit Company Zambia (Proprietary) Limited ("ICC Zambia") 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: ZAE 000053203
WITHDRAWAL OF PRIOR ANNOUNCEMENT AND NEW DETAILED CAUTIONARY ANNOUNCEMENT
RELATING TO THE DISPOSAL OF INDUSTRIAL CREDIT COMPANY ZAMBIA (PROPRIETARY)
LIMITED ("ICC ZAMBIA") AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Further the announcement dated 25 March, shareholders are advised that an
improved offer from an alternate purchaser has been received by the board
of directors of ICC and accordingly negotiations with Loita Capital
Partners International, a related party of ICC, have been terminated.
Shareholders are advised that directors have received an offer dated 07
April 2008, and accepted such offer, from Vehicle Finance Limited, a
Zambian registered company, for the purchase of 100% of the shares in ICC
Zambia as follows:
- for a purchase consideration of R1 million, to be settled in cash (net
of 3% Zambian property transfer taxes);
- the assumption of any known obligations of ICC Zambia as well as
obligations due to ICC to a maximum amount of US$600 000; and
- The assumption of ICC`s obligation to inject ZMK10 billion (Ten
billion Zambian Kwacha) capital into ICC Zambia.
The transaction is an affected transaction in terms of s228 of the
Companies Act, requiring approval from the Securities Regulation Panel
("SRP") and approval by 75% of ICC shareholders in general meeting. An
independent opinion on the disposal will be required in terms of both the
JSE Limited Listings Requirements and the SRP Code. The SRP may preclude
certain shareholders from voting on the disposal.
2. Rationale for the disposal
As previously announced, following communication received from the Reserve
Bank of Zambia regarding capital adequacy, ICC Zambia requires a minimum
capital injection of 10 billion Zambian Kwacha (US$ 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 effects 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, which 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 further announcements are made.
Johannesburg
15 April 2008
Sponsor
Arcay Moela Sponsors (Pty) Ltd
Date: 15/04/2008 15:46:01 Produced by the JSE SENS Department.
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