| Tue 21 Jul 2009, 13:52 | | SAL - Sallies - Revised Terms Relating To The Issue Of Options To Each Of |
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SAL
SAL
SAL - Sallies - Revised Terms Relating To The Issue Of Options To Each Of
Dale And Blersch
Sallies Limited
(Incorporated in the Republic of South Africa)
(Registration number 1903/001879/06)
Share code: SAL ISIN: ZAE000022588
("Sallies" or "the company")
REVISED TERMS RELATING TO THE ISSUE OF OPTIONS TO EACH OF DALE AND BLERSCH
1. Introduction
At the annual general meeting of the company held on 27 February 2008,
shareholders approved the ordinary resolution authorising the directors to grant
irrevocable rights and options to each of Thomas Graham Dale ("Dale") and Johann
Blersch ("Blersch"), executive directors of the company, to purchase 18 768 774
ordinary shares in the issued share capital of the company at a strike price of
R0.60 per share ("the issue to Dale and Blersch").
On 13 May 2009 the board of directors amended the terms of the issue to Dale and
Blersch ("the revised issue to Dale and Blersch") as set out in paragraph 2
below.
2. Amended terms of the issue to Dale and Blersch
2.1 The following terms were approved by the board of directors on 13 May 2009
in relation to the revised issue to Dale and Blersch:
2.2 The options awarded to each of Dale and Blersch to acquire 4 504 505
convertible debentures exercisable at a strike price of 50 cents per convertible
debenture, which has to date not been approved by shareholders in general
meeting, is replaced by options to each of Dale and Blersch to acquire 4 504 505
Sallies ordinary shares at a strike price of 50 cents per ordinary share
(representing a premium to the current share price);
2.3 The options over 18 768 774 ordinary shares awarded to each of Dale and
Blersch, as approved by shareholders on 27 February 2008, remain exercisable at
a strike price of 60 cents per share;
2.4 All options to each of Dale and Blersch are exercisable immediately;
All of the options must be exercised on or before the later of:
- 5 years commencing on the date of the amended terms relating to the options
being approved by shareholders in general meeting; or
- 2 years following the date on which Dale or Blersch leaves the employ or
ceases to act as a consultant to the company.
2.5 In the event that the company implements a rights offer, then the directors
shall include in the outstanding options (unexercised options) held by Dale
and/or Blersch, a further option to acquire such additional number of equity
instruments as would have been offered to Dale and/or Blersch in terms of such
rights offer, if Dale and/or Blersch had been the registered holder of the
equity instruments forming the subject matter of the options previously granted
to each of them, at a price equal to the rights offer price thereof.
Furthermore, if such rights offer is in respect of an instrument convertible
into ordinary shares then each of Dale and/or Blersch shall be granted options
to acquire an equivalent number of ordinary shares and not options to acquire
convertible instruments forming the subject of such rights offer; and
2.6 All or any of the options may be exercised immediately by Dale and/or
Blersch if at any time whilst any option remains unexercised there is a "change
in control" in Sallies (within the meaning of the SRP Code).
3. Pro forma financial effects of the revised issue to Dale and Blersch
The unaudited pro forma financial effects of the revised issue to Dale and
Blersch, as set out below, are based on Sallies` results for the six months
ended 31 December 2008. The unaudited pro forma financial effects are presented
for illustrative purposes only, to provide information on the impact of the
revised issue to Dale and Blersch. Due to the nature of the unaudited pro forma
financial effects, they may not give a fair representation of Sallies` financial
position and the results of its operations after the revised issue to Dale and
Blersch. The directors of Sallies are responsible for the preparation of the
unaudited pro forma financial information.
Reviewed After
for the six revised
months Adjusted issue to
ended 31 reviewed Dale and
December results Blersch Change
2008 (1) (2) (3) (%)
Loss per share (Cents) (9.63) (8.87) (9.22) (4.0)
Diluted loss per share (9.63) (8.87) (9.22) (4.0)
(Cents)
Headline earnings per 1.02 1.78 1.43 (20.0)
share (Cents)
Diluted headline earnings 1.02 1.78 1.43 (20.0)
per share (Cents)
Net asset value per share 13.85 13.85 13.80 (0.3)
(Cents)
Net tangible asset value 12.26 12.26 12.22 (0.4)
per share (Cents)
Total number of shares in 642 220 642 220 642 220
issue (000`s)
Weighted average number of 639 255 639 255 639 255
ordinary shares (000`s)
Diluted weighted average 639 255 639 255 639 255
number of ordinary shares
(000`s)
Notes:
1. Extracted from the reviewed financial statements of Sallies for the six
months ended 31 December 2008.
2. Reversal of share-based payment expenditure recognised in the reviewed
financial statements for the six months ended 31 December 2008. The expense
includes the following:
a. R 5.205 million relating to the issue to each of Dale and Blersch to
acquire 18 768 774 ordinary share options, approved by shareholders at the
company`s annual general meeting held on 27 February 2008; and
b. R 0.295 million reduction relating to the issue of 4 504 505 options to
each of Dale and Blersch to acquire convertible debentures subject to
shareholder approval due to the estimated reduction in value of these
options *1.
*1 In accordance with IFRS 2 share-based payment expenditure should be
recognised over the period that the service is rendered. Due to shareholder
approval not yet obtained for the grant, the company estimated the grant date
fair value of the equity in order for the purpose of recording an income
statement charge for the services received prior to the grant date. Once the
date of grant has been established, the company will adjust the expense so that
it is based on the grant date fair value. Grant date is the date that the
company and option recipient have a shared understanding of the terms and
conditions of the arrangement and all required approvals have been obtained.
3. The share-based payment expense in relation to the revised issue to Dale
and Blersch assumes the following:
a. 18 768 774 share options issued to each of Dale and Blersch, at an option
cost of 4 cents per option resulting in a total cost of R1.503 million (Options
were valued at 22 June 2009); and
a. 4 504 505 options to each of Dale and Blersch, at an option cost of 5.3
cents per option resulting in a total cost of R0.48 million (Options were valued
at 22 June 2009);
c. The actual option expense will finally be determined based on assumptions
applying on the date shareholder approval is obtained; and
4. Expenses totalling R290 815 relating to the issue of options as detailed in
this circular have been accounted for.
4. Circular to shareholders
A circular to shareholders setting out full details of the revised issue to Dale
and Blersch and incorporating a notice convening a general meeting to consider
and, if deemed appropriate, to approve the revised terms of the issue to Dale
and Blersch will be circulated to shareholders on 22 July 2009.
CORRECTION OF PUBLISHED NET ASSET VALUE PER SHARE
Shareholders are hereby advised that the published net asset value per share for
the six months ended 31 December 2008 was incorrect. As a result of a
transcription error, the published net asset value per share of 12.3 cents
should have been 13.8 cents. No other items, as detailed in the published
results for the six months ended 31 December 2008, were incorrect.
Johannesburg
21 July 2009
Sponsor: Bridge Capital Advisors (Pty) Limited
Date: 21/07/2009 13:52:02 Produced by the JSE SENS Department.
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