| Tue 28 Jul 2009, 9:05 | | OMN - Omnia Holdings Limited - Third partnership with management scheme |
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OMN
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OMN - Omnia Holdings Limited - Third partnership with management scheme
OMNIA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1967/003680/06
JSE code OMN ISIN ZAE000005153
("Omnia" or "the Group")
THIRD PARTNERSHIP WITH MANAGEMENT SCHEME
On the 30th of September 2004, the shareholders of the Group approved
(during a general meeting) the terms of the Third Partnership with Management
Scheme ("the Scheme"), to continue for five years commencing on 1 April 2004,
of which details were set out in a circular to shareholders dated 8 September
2004. In terms of the Scheme, key management personnel were given an opportunity
to participate in the Group`s growth subject to certain targets, as set out in
rules of the Scheme, being met. The Scheme effectively ended on the 31st of
March 2009 and the board of directors of Omnia ("the Board") will now proceed
to give effect to the terms of the Scheme.
The Board has long recognised the need for significant management ownership
participation within the Group and believe that the Group`s success is related
to the excellence and long-term dedication of its key management personnel.
The Board also believes that an effective partnership arrangement between the
shareholders of Omnia and management enhances the wealth of the Group. The
"partnership with management" concept requires that key managers should be
both financially at risk and should have their fortunes tied to those of the
Group for a period of no less than five years. The Board realises that the
growth and success of the Group is greatly enhanced by virtue of this
commitment by management.
The target set for the Scheme was the generation of cumulative earnings over
the period that would equate to a compound annual real growth in earnings of
10% above the annual inflation rate over the period (the real growth rate).
This has been significantly exceeded by a comfortable margin. The Group shall
now, subject to the provisions of the Companies Act (No 61 of 1973), as amended
and the rules of the Scheme, exchange the preference shares held by participants
in the Scheme, into ordinary shares in the share capital of Omnia.
The five-year planning approach has served Omnia well and, over the last 15
years, the Group has achieved all its 5 year targets agreed to with
shareholders. The 2009 financial year marks the successful completion of the
Group`s third planning cycle. Omnia`s executive management team, under the
leadership of Rod Humphris, has delivered another outstanding set of results
for the five year period ended 31 March 2009. This is a testament to the
benefits resulting from diversification the Group has achieved and its ability
to deliver shareholder value over a sustained period.
In terms of the Scheme, the following has occurred:
1 The Board, after having reviewed the Audited Financial Statements for the
financial years 2005 to 2009 in regard to the profit of the Group, has
certified that the Group has generated cumulative earnings over the five
year period that would equate to a compound annual real growth in earnings
in excess of the maximum rate stipulated above the annual inflation rate
and have therefore met the conditions precedent as set out in the rules of
the Scheme.
2 The Group has issued out of its authorised but unissued share capital 1 633
143 ordinary no par value Omnia shares and exchanged the same on the basis
of 6.25 ordinary shares for every share that each participant holds in
Omnia Group Investments Limited, such ordinary shares to rank pari passu in
all respects with the ordinary shares currently in issue.
Bryanston
28 July 2009
Directors
NJ Crosse (Chairman), FD Butler, DL Eggers* (Group Finance Director),
NKH Fitz-Gibbon*, R Havenstein, H Hickey, RB Humphris* (Group Managing
Director), Prof SS Loubser, Dr WT Marais, RR Masebelanga*, JG Pretorius, DC
Radley, TR Scott
*Executive Directors
Registered office
1st Floor, Omnia House,
13 Sloane Street, Epsom Downs,
Bryanston, Sandton
PO Box 69888,
Bryanston 2021
Telephone (011) 709 8888
Transfer secretaries
Link Market Services South Africa (Pty) Ltd
11 Diagonal Street, Johannesburg 2001
PO Box 4844, Johannesburg 2000
Sponsor
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
www.omnia.co.za
Date: 28/07/2009 09:05:01 Produced by the JSE SENS Department.
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