| Fri 3 Apr 2009, 8:00 | | NAI/NAN - NAIL/Primedia/Capricorn - Announcement to Nail Shareholders |
|
NAI NAN
NAI
NAI/NAN - NAIL/Primedia/Capricorn - Announcement to Nail Shareholders
New Africa Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/002467/06)
Share code: NAI and NAN
ISIN: ZAE000033338 and ZAE000033346
("NAIL")
Primedia (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/044403/07)
("Primedia")
Capricorn Capital Partners Investments (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/030529/07)
("Capricorn")
ANNOUNCEMENT TO NAIL SHAREHOLDERS
1. INTRODUCTION
NAIL shareholders are referred to the announcement released on the
Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on 23
February 2009 in terms of which they were advised that:
- NAIL had been informed by Primedia and Capricorn (collectively the
"Offerors") that they had acquired the NAIL ordinary shares and the
NAIL "N" shares held by Tiso Capital Partners (Pty) Ltd, Mineworkers
Investment Company (Pty) Ltd, Safika Holdings (Pty) Ltd, Investec Bank
Ltd and Investec Employee Benefits Ltd, constituting, in aggregate
72.3% of the total NAIL ordinary shares in issue and 79.5% of the
total NAIL "N" shares in issue, for an initial cash consideration of
26 cents per NAIL share plus an attributable portion of a potential
agterskot amount; and
- as a result of the acquisitions by the Offerors referred to above and
in accordance with Rule 8.1 of the Securities Regulation Code on Take-
Overs and Mergers ("SRP Code") the Offerors had provided the board of
directors of NAIL with a firm intention letter containing the terms of
a mandatory offer ("Offer") to all of the remaining NAIL shareholders
("Offeree Shareholders").
The salient terms of the Offer were set out in the announcement referred to
above. This announcement sets out the salient dates and times for the
Offer.
In addition, NAIL intends to make an odd lot offer to NAIL shareholders who
hold 30 or less NAIL ordinary shares and/or 30 or less NAIL "N" shares (the
"Odd Lot Offer") on the terms set out in paragraph 3 below.
This announcement also sets out the salient terms of the Odd Lot Offer.
2. SALIENT DATES AND TIMES FOR THE OFFER
The salient dates and times in respect of the Offer are as follows:
Note 2009
Date of posting of circular to NAIL Friday, 3 April
shareholders
Opening date of the Offer from 9:00 on Friday, 3 April
Last day to trade in order to participate (1) Thursday, 16 April
in the Offer
Closing date of the Offer at 12:00 on (1) Friday, 24 April
Record date of the Offer at the close of (1) Friday, 24 April
business on
Results of the Offer to be released on (1) Tuesday, 28 April
SENS
Results of the Offer to be published in (1) Wednesday, 29
the press April
Offer consideration (other than the (1) within five
agterskot portion of the offer business days of
consideration payable to an Offeree valid acceptance
Shareholder who accepts the Offer and of the Offer being
elects to receive the offer consideration received
with an agterskot portion) paid to NAIL
shareholders who have validly accepted
the Offer
Notes:
1. These dates and times are subject to amendment by the Offerors. Any
such amendment will be subject to the prior approval of the Securities
Regulation Panel ("SRP") and the JSE and will be released on SENS and
published in the press.
2. All times given are local South African times.
3. No dematerialisation or rematerialisation of NAIL shares can take
place during the period commencing on the day after the last day to
trade in order to participate in the Offer and terminating on the
closing date of the Offer (set out in the table above).
3. ODD LOT OFFER
3.1. INTRODUCTION
All NAIL shareholders who hold 30 or less NAIL ordinary shares and/or
30 or less NAIL "N" shares ("Odd Lot Holders" and their holdings of
shares shall be referred to as "Odd Lot Holdings"), will be afforded
the opportunity to participate in the Odd Lot Offer. The Odd Lot Offer
will, subject to the fulfilment of the conditions precedent set out in
paragraph 3.3 below, be implemented on the basis that the Odd Lot
Holders may elect either to:
- sell their Odd Lot Holdings to NAIL for a once-off cash amount of
68 cents per NAIL share ("Odd Lot Offer Consideration"); or
- retain their Odd Lot Holdings ("Retention Alternative").
Odd Lot Holders, who do not elect the Retention Alternative, shall be
deemed to have agreed to sell their Odd Lot Holdings to NAIL at the
Odd Lot Offer Consideration.
Any repurchase in terms of the Odd Lot Offer will be regarded as an
acquisition of shares in terms of section 85 of the Companies Act No.
61 of 1973, as amended, and as an odd lot offer in terms of the JSE
Listings Requirements. Shareholders will be required to vote on the
Odd Lot Offer at the general meetings referred to in paragraph 3.6
below.
3.2. RATIONALE
As at Wednesday, 1 April 2009, 3 940 out of the 4 334 registered NAIL
ordinary shareholders,(representing 90.9% of the total number of NAIL
ordinary shareholders) are Odd Lot Holders and their aggregate
holdings of NAIL ordinary shares constitute only 0.668% of the total
number of NAIL ordinary shares in issue.
As at Wednesday, 1 April 2009, 20 459 out of 22 391 registered NAIL
"N" shareholders (representing 91.4% of the total number of NAIL "N"
shareholders) are Odd Lot Holders and their aggregate holdings of NAIL
"N" shares constitute only 0.091% of the total number of NAIL "N"
shares in issue.
The proposed Odd Lot Offer will:
- enable NAIL to reduce the substantial recurring costs of
administration associated with the large number of Odd Lot
Holders; and
- provide the Odd Lot Holders with an inexpensive method of
realising their investment in NAIL.
3.3. CONDITIONS PRECEDENT
The opening of the Odd Lot Offer for acceptance is subject to the
fulfilment of the following conditions precedent:
- the passing of the special and ordinary resolutions necessary to
implement the Odd Lot Offer which resolutions shall be tabled at
the general meetings referred to in paragraph 3.6 below; and
- the registration of the special resolutions to be tabled at the
general meetings referred to in paragraph 3.6 below by the
Companies and Intellectual Property Registration Office.
3.4. FINANCIAL EFFECTS OF THE ODD LOT OFFER
The Odd Lot Offer will not have any material effect on the earnings
and headline earnings per NAIL share or on the net asset value and net
tangible asset value per NAIL share.
3.5. SALIENT DATES AND TIMES FOR THE ODD LOT OFFER
The salient dates and times in respect of the Odd Lot Offer are
anticipated to be as follows:
Note 2009
Last day to lodge forms of proxy to be Tuesday, 28 April
received by the transfer secretaries
for the general meetings by 9:00 on
NAIL ordinary shareholder general Thursday, 30 April
meeting to be held at 9:00 on
NAIL "N" shareholder general meeting to Thursday, 30 April
be held at 9:30 or immediately after
the NAIL ordinary shareholder general
meeting, whichever is later on
NAIL shareholder general meeting to be Thursday, 30 April
held at 10:00 or immediately after the
NAIL "N" shareholder general meeting,
whichever is later on
Results of the general meetings to be Thursday, 30 April
released on SENS
Results of the general meetings to be Monday, 4 May
published in the press
Special resolutions to amend articles (1) Friday, 8 May
of association to be registered by
Opening date of the Odd Lot Offer (1) Monday, 11 May
Last day to trade for the Odd Lot Offer (1) Friday, 22 May
Shares trade "ex" the Odd Lot Offer (1) Monday, 25 May
Closing date of the Odd Lot Offer at (1) Friday, 29 May
12:00 on
Record date of the Odd Lot Offer to (1) Friday, 29 May
determine those NAIL shareholders
entitled to participate in the Odd Lot
Offer at the close of business on
Implementation of the Odd Lot Offer (1) Monday, 1 June
takes effect at the commencement of
business on
Odd Lot Offer Consideration paid to (1) Monday, 1 June
those NAIL shareholders who do not
elect the Retention Alternative within five
Business Days after
-if documents of title are received on surrender of
or prior to the closing date for the documents of title
Odd Lot Offer
-if documents of title are received
after the closing date for the Odd Lot
Offer
Results of the Odd Lot Offer to be (1) Monday, 1 June
released on SENS
Results of the Odd Lot Offer to be (1) Tuesday, 2 June
published in the press
Notes:
1. These dates and times are subject to amendment by NAIL. Any such
amendment will be subject to the prior approval of the JSE and
will be released on SENS and published in the press.
2. All times given are local South African times.
3. No dematerialisation or rematerialisation of NAIL Shares can take
place during the period commencing on the day after the last day to
trade for the Odd Lot Offer and terminating on the closing date of the
Odd Lot Offer.
3.6. GENERAL MEETINGS
A separate general meeting of the NAIL ordinary shareholders will be
held at the registered office of NAIL, 32 Impala Road, Chiselhurston,
Sandton on Thursday 30 April 2009 at 09:00. At the separate general
meeting the NAIL ordinary shareholders will be asked to consider and
approve the amendment of the articles of association of NAIL necessary
to implement the Odd Lot Offer.
A separate general meeting of the NAIL "N" shareholders will be held
at the registered office of NAIL, 32 Impala Road, Chiselhurston,
Sandton on Thursday 30 April 2009 at 09:30 or immediately after the
separate general meeting of NAIL ordinary shareholders, which ever is
later . At the separate general meeting the NAIL "N" shareholders will
be asked to consider and approve the amendment of the articles of
association of NAIL necessary to implement the Odd Lot Offer.
A general meeting of NAIL shareholders will be held at the registered
office of NAIL, 32 Impala Road, Chiselhurston, Sandton on Thursday 30
April 2009 at 10:00 or immediately after the separate general meeting
of NAIL "N" shareholders, which ever is later. At the general meeting
shareholders will be asked to consider and approve special resolutions
amending the articles of association of NAIL and obtaining specific
authority to repurchase shares for the purposes of the Odd Lot Offer
as well as an ordinary resolution to implement the Odd Lot Offer.
4. CIRCULAR
A circular, which has been approved by the SRP and the JSE, containing full
details of the Offer and the Odd Lot Offer and incorporating forms of
acceptance and surrender for the Offer, notices of the general meetings and
forms of election and surrender for the Odd Lot Offer, will be posted to
NAIL shareholders today.
Johannesburg
3 April 2009
Transaction advisor
(Investec Bank Limited Logo)
Legal advisor to NAIL, Capricorn and
Primedia
(Edward Nathan Sonnebergs logo)
Sponsor to NAIL
(Investec corporate finance Logo)
Independent expert to NAIL
(PwC corporate finance Logo)
Date: 03/04/2009 08:00:01 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.
