| Wed 15 Apr 2009, 17:10 | | WES - Wesco / S A Trust - Declaration of a Special Dividend Firm Intention to |
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WES
WES
WES - Wesco / S A Trust - Declaration of a Special Dividend, Firm Intention to
Make an Offer to Minorities and Trading Statement
Wesco Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/005871/06)
Share code: WES & ISIN: ZAE000007928
("Wesco" or "the company")
South African Trust and Finance
Company (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1943/016506/07)
("S A Trust")
DECLARATION OF A SPECIAL DIVIDEND, FIRM INTENTION TO MAKE AN OFFER TO
MINORITIES AND TRADING STATEMENT
1. BACKGROUND TO THE DIVIDEND DECLARATION
When Wesco disposed of its remaining interest in Toyota South Africa
(Proprietary) Limited ("Toyota SA"), it declared a special dividend of
R1 831 870 600, amounting to R217 per share. Sufficient funds were retained for
estimated Income Tax (including Capital Gains Tax ("CGT")), and Secondary Tax
on Companies ("STC").
In finalising the proposed offer to minorities the provisions for taxation were
reviewed and the liability for CGT was found to be substantially less than
previously provided for.
2. DECLARATION OF SPECIAL DIVIDEND
As a result of the review referred to above, the company has excess cash at its
disposal and the board has resolved to declare a special dividend, special
dividend number 42, of 1 017 cents per share, on the basis set out below.
Last day to trade (cum special dividend) Friday 8 May 2009
Shares commence trading ex special dividend Monday 11 May 2009
Record date Friday 15 May 2009
Payment date Monday 18 May 2009
Share certificates may not be dematerialised or rematerialised between Monday
11 May 2009 and Friday 15 May 2009, both days inclusive.
3. OFFER TO MINORITY SHAREHOLDERS
3.1 Introduction
Wesco has been classified as a cash shell in terms of the Listings Requirements
of the JSE Limited ("the JSE") since the disposal of its interest in Toyota SA
in August 2008.
The listing of the company has been suspended since 2 March 2009 as no binding
agreements have been concluded which will enable it to continue its listing.
The board of directors of Wesco has received formal notification from S A
Trust, a company controlled by Mrs. Elisabeth Bradley, a director of Wesco, to
the effect that S A Trust intends making a proposal to acquire the ordinary
shares in Wesco not already held by it. S A Trust (acting in concert with five
companies/trusts representing the Wessels Family interests) presently owns or
controls 4 990 400 ordinary shares in the company, being 59,11% of its issued
share capital.
The proposal will, if approved by shareholders, result in Wesco being
constituted as a wholly owned subsidiary of S A Trust and its listing on the
JSE being terminated.
3.2 Mechanics
S A Trust will offer to acquire all the ordinary shares in Wesco not already
held by it ("the scheme shares"), thereby constituting Wesco as a wholly-owned
subsidiary.
The offer by S A Trust to the shareholders of the company, other than S A Trust
("the scheme members") will be implemented by means of a scheme of arrangement
as more fully set out below.
4. THE SCHEME OF ARRANGEMENT
4.1 Introduction
S A Trust will propose a scheme of arrangement in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended ("the scheme"), which on
implementation will result in:
- Wesco becoming a wholly-owned subsidiary of S A Trust; and
- the listing of Wesco on the JSE being terminated.
4.2 Conditions precedent
The approval and implementation of the scheme is subject to:
- the scheme being approved by a majority representing three-fourths of the
votes exercisable by the scheme members present and voting either in person or
by proxy at a meeting of the scheme members ("the scheme meeting"); and
- the scheme being sanctioned by the South Gauteng High Court (Johannesburg)
and the Order of Court being registered by the Registrar of Companies.
4.3 Scheme consideration
In terms of the scheme, the scheme members will receive 260 cents per share in
cash (net of the special dividend referred to above) per scheme share. Proof to
the satisfaction of the Securities Regulation Panel ("the SRP") has been
provided by an acceptable financial institution to the effect that the
necessary funds will be available to discharge the scheme consideration should
the scheme be implemented.
4.4 Financial effects of the scheme
The financial effects of the scheme on the market value and the asset values
attributable to the holder of 100 Wesco shares set out below are based on:
- the closing market price per share of Wesco on 27 February 2009, being the
last trading date prior to suspension of the listing of the company on 2 March
2009; and
- the net asset value and net tangible asset value per share for the six months
ended on 30 September 2008.
Before the scheme: After the scheme: Percentage
100 Wesco shares Scheme consideration increase
Market value (R) 205,00 260,00 26,83
Net asset value (R) 191,00 260,00 36,13
Net tangible asset value (R) 191,00 260,00 36,13
4.5 Termination of listing on the JSE
Subject to the scheme becoming effective, it is anticipated that the listing of
Wesco on the JSE will be terminated with effect from the commencement of
trading on or about Tuesday 30 June 2009, which is the anticipated date for the
scheme becoming effective.
5. DOCUMENTATION
A circular to shareholders containing the scheme is being prepared and will,
subject to the approval of the JSE and the SRP, be dispatched to the scheme
members within 28 days of this announcement.
6. SALIENT DATES
An announcement of the salient dates governing the convening of the scheme
meeting will be published in due course.
7. TRADING STATEMENT
Shareholders are advised that it is anticipated that the company`s earnings and
headline loss per share for the financial year ended 31 March 2009 will
increase by 766% and 409% respectively, compared to the same period last year.
This is due to the disposal of the company`s investment in associate Toyota SA,
and payment of STC on the special dividend declared subsequent thereto.
This information has not been reviewed or reported on by the auditors of the
company.
By order of the board
Parktown
15 April 2009
Sponsor
Arcay Moela
Independent professional advisor
Charles Orbach & Company
Corporate Finance (Proprietary) Limited
Attorneys
Fluxmans Attorneys
Date: 15/04/2009 17:10:15 Produced by the JSE SENS Department.
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