| Fri 27 Feb 2009, 7:05 | | ACT/ACTP - Afrocentric/Lethimvula - Salient dates and financial effects |
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ACT ACTP
ACT
ACT/ACTP - Afrocentric/Lethimvula - Salient dates and financial effects
announcement
AFROCENTRIC INVESTMENT CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
Share code: ACT/ ACTP & ISIN: ZAE000078416 / ZAE000082269
("AfroCentric" or "the Company")
LETHIMVULA INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/005087/06)
("Lethimvula")
SALIENT DATES AND FINANCIAL EFFECTS ANNOUNCEMENT
1. INTRODUCTION AND BACKGROUND
Shareholders of both AfroCentric and Lethimvula are referred to the joint
AfroCentric and Lethimvula announcements released on the Securities Exchange
News Service ("SENS") of the JSE Limited on 30 January 2009 in which they were
advised that AfroCentric had acquired 63.2% of the entire issued share capital
of Lethimvula and that pursuant to the Securities Regulation Code on Take-Overs
and Mergers ("the Code") AfroCentric is obliged to make a mandatory offer to all
shareholders of Lethimvula other than AfroCentric and its subsidiary and
associate companies, (the "Offeree Shareholders") to acquire all of their
Lethimvula shares (" the Offer").
In addition, AfroCentric will make appropriate offers to Dewald Dempers, in
respect of the options he holds to subscribe for Lethimvula shares and Newshelf
755 (Proprietary) Limited (African Vanguard Consortium), in respect of the
options it holds to subscribe for Lethimvula shares (collectively, the "Option
Holders").
This announcement sets out the pro forma financial effects and salient dates of
the Offer to the Offeree Shareholders. A circular setting out the terms and
conditions of the Offer ("Offer Circular") is to be posted to the Offeree
Shareholders today.
Appropriate offers to the Option Holders will be made in terms of the Code in
separate written offer letters setting out the terms and conditions thereof and
will be circulated to the Option Holders simultaneously with posting of the
Offer Circular to the Offeree Shareholders.
The information set out below has been extracted from the Offer Circular and any
paragraph references are references to the relevant paragraphs in the Offer
Circular.
2. PRO FORMA FINANCIAL EFFECTS OF THE OFFER
The tables below set out the unaudited pro forma financial effects of the Offer
on an Offeree Shareholder. The unaudited pro forma financial effects are the
responsibility of the Lethimvula directors and have been prepared for the
illustrative purposes only, in order to provide information on how the Offer
might effect the financial results and position of an Offeree Shareholder and,
because of their nature, may not give a true reflection of the actual financial
effects of the Offer.
Befor After Percent After the Percentage
e the the age Offer Change (%)
Offer Offer Change (Cash
(Share (%) Election)
Electio
n)
Market After the (Cents) 80.00 61.00 -23.7% 72.95 -8.8%
price First
Tranche
(1)
After the (Cents) 80.00 101.67 27.1% 113.62 42.0%
Second
Tranche
(2)
30 day After the (Cents) 77.37 58.17 -24.9% 71.16 -0.9%
VWAP First
Tranche
(3)
After the (Cents) 77.37 96.95 25.3% 109.94 42.1%
Second
Tranche
(4)
Notes
1. The "Before the Offer" column reflects the Lethimvula share price on the
over the counter ("OTC") market at the close of business on Friday, 30
January 2009 ("Lethimvula Closing Share Price"). The "After the Offer
(Share Election)" column reflects the AfroCentric share price at the close
of business on Friday, 30 January 2009 ("AfroCentric Closing Share Price")
at the switch ratio of 0.35885 AfroCentric Ordinary Shares per Lethimvula
share ("0.35885 Switch Ratio"). The "After the (Cash Election)" column
reflects the cash received of 34.5 cents per Lethimvula share plus the
AfroCentric Closing Share Price at the switch ratio of 0.22615 AfroCentric
Ordinary Shares per Lethimvula share ("0.22615 Switch Ratio"),
respectively.
2. The "Before the Offer" column reflects the Lethimvula Closing Share Price.
The "After the Offer (Share Election)" column reflects the AfroCentric
Closing Share Price at the switch ratio of 0.59808 AfroCentric Ordinary
Shares per Lethimvula share ("0.59808 Switch Ratio"). The "After the (Cash
Election)" column reflects the cash received of 34.5 cents per Lethimvula
share plus the AfroCentric Closing Share Price at the switch ratio of
0.46538 AfroCentric Ordinary Shares per Lethimvula share ("0.46538 Switch
Ratio"), respectively.
3. The "Before the Offer" column reflects the Lethimvula 30 day volume
weighted average price ("VWAP") on the OTC market at the close of
businesses on Friday, 30 January 2009 ("Lethimvula 30 Day VWAP"). The
"After the Offer (Share Election)" column reflects the AfroCentric 30 day
VWAP at the close of business on Friday, 30 January 2009 ("AfroCentric 30
Day VWAP") at the 0.35885 Switch Ratio. The "After the Offer (Cash
Election)" column reflects the cash received of 34.5 cents per Lethimvula
share plus the AfroCentric 30 Day VWAP at the 0.22615 Switch Ratio.
4. The "Before the Offer" column reflects the Lethimvula 30 Day VWAP. The
"After the Offer (Share Election)" column reflects the AfroCentric 30 Day
VWAP at the 0.59808 Switch Ratio. The "After the (Cash Election)" column
reflects the cash received of 34.5 cents per Lethimvula share plus the
AfroCentric 30 Day VWAP at the 0.46538 Switch Ratio.
3. SALIENT DATES
2009
Suspension of OTC trading of Friday, 13 February
Lethimvula shares (note 1)
Offer Circular posted to Offeree Friday, 27 February
Shareholders
Opening date of the Offer to the Monday, 2 March
Offeree Shareholders
Closing date of the Offer to the Friday, 20 March
Offeree Shareholders (12:00)
Results of the Offer to be released Monday, 23 March
on SENS
Results of the Offer to be published Tuesday, 24 March
in the press
Offer consideration to be posted to Within five
the Offeree Shareholders who have business days of
accepted the Offer during the Offer the date on which
period and whose acceptances have the documents of
been received by the transfer title are received
secretaries by the transfer
secretaries
Notes:
1. As disclosed to the relevant brokers and as announced to Lethimvula
shareholders on Wednesday, 11 February 2009 on the Lethimvula website, the
OTC trading of the Lethimvula shares was suspended with effect from the
close of business on Friday, 13 February 2009. Lethimvula shareholders may
therefore not trade in their Lethimvula shares from Friday, 13 February
2009 until the closing date of the Offer.
2. All dates and times indicated above are references to South African dates
and times.
3. These dates and times are subject to amendment. An announcement regarding
any such amendment will be released on SENS and published in the press.
4. All dates and times for the Offeree Shareholders are indicated above and
are equally applicable to the Option Holders. This will be communicated to
the relevant Option Holders in the separate written offer letter to be
submitted by the Offeror to the Option Holders.
Johannesburg
27 February 2009
Advisors to AfroCentric Advisors to Lethimvula
Investment Bank and sponsor to Corporate advisors to Lethimvula
the transaction Sinergi Corporate Advisors
Investec Bank Limited (Proprietary) Limited
(Registration number (Registration number
1969/004763/06) 2004/011875/07)
Sponsor to AfroCentric Joint Legal Advisors to
Sasfin Capital Lethimvula
(Registration number Edward Nathan Sonnenbergs
1951/002280/06) (Registration number
2006/018200/21)
Rothbart Inc
(Registration number
1995/001105/21)
Legal advisor to AfroCentric
HR Levin Attorneys, Notaries &
Conveyancers
(Practice number M2841)
Date: 27/02/2009 07:05:02 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.
