| Thu 6 Aug 2009, 14:38 | | EUR - Eureka Industrial - Notice regarding the expected suspension/delisting of |
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EUR
EUR
EUR - Eureka Industrial - Notice regarding the expected suspension/delisting of
shares by the JSE
Eureka Industrial Limited
Incorporated in the Republic of South Africa
Registration number: 1938/010958/06
JSE share code: EUR
ISIN code: ZAE000002523
("Eureka")
NOTICE REGARDING THE EXPECTED SUSPENSION/DELISTING OF SHARES BY THE JSE.
After some 70 years as a JSE-listed company, Eureka finds itself in a position
that several of the new regulations for remaining listed are difficult for it to
implement and/or they impose excessive costs without any discernable benefits.
On 31 May, 2009, it was announced to shareholders that the cost of compliance
for the continued listing of the company`s shares was no longer viable and that
certain breaches of the current JSE regulations could not be remedied; for
example, the spread of shareholders is miniscule and the major shareholders have
no intention to release any of their shares into the market. The major
shareholders have accepted that a consequence of this is that the shares will be
suspended/delisted and they do not intend to contest it.
The major shareholders control all but approximately 15,000 of the issued shares
in the company, an obviously tiny number. It is significant to record that
several of these shareholders have been untraceable for many years even after
diligent attempts to track them down.
The company has no alternative but to support a suspension/delisting of its
shares by the JSE.
Although the JSE has informally indicated that it intends to take a co-operative
approach regarding some of its stringent requirements, so that Eureka can
achieve a cost effective delisting of its shares, it has become increasingly
clear that this may be difficult to achieve. For example, if the need for a
"Fairness letter" is not waived this will cost between R100,000 and R150,000.
Other expensive documentation and circulars will be even more costly and it
obviously becomes inappropriate to spend this for such a small number of
outstanding shares. In earlier years the current situation would perhaps have
been managed through a stand-by offer to shareholders. While waiting for further
advices from the JSE, the company has taken the initiative and arranged that a
standby offer is in place for any shareholder that wishes to sell its shares.
This offer will remain as a bid on the JSE until 31 August 2009, after which it
will be permanently withdrawn. This date coincides with the day on which the
shares enter a closed period for trading. The company does not anticipate that
it will arrange any further offer for shares after that date and the directors
strongly advise that all shareholders that wish to sell their shares take
advantage of the offer.
The price of R69.35 per share is 100% of the net tangible asset value per share
on 28 February 2009. This represents a premium of approximately 33% on the price
at which Eureka shares normally trade. If this methodology for the
suspension/delisting of the company`s shares succeeds without the imposition of
any further costly requirements, an ex-gratia additional payment of R5.00 per
share will be paid to all shareholders that have sold their shares in terms of
the standby offer.
It is emphasized that it is unlikely that the above offer, or any offer, will be
in place after 31 August 2009. Any future purchase of shares will be without any
obligation and based purely on normal valuation methods. These are likely to be
meaningfully lower than the current method applied for the standby offer.
The company will provide maximum assistance to shareholders that have lost their
shares and put them into a position to trade their shares with the minimum of
difficulty. They should phone +27 (0) 11 884 2144 and speak to Tracey Truran or
alternatively +27 (0) 11 616 9001 and speak to Goolam Mamdoo.
Any shareholder that wishes to retain its shares may do so. They will not be
forced to sell their shares.
Finally, the company acknowledges that the rules and regulations of the JSE
provide a framework for the relationship between listed companies and their
shareholders. It is understandable that, over a period of 70 years, changes to
the rules that are appropriate for the majority do not necessarily take into
account the unique set of circumstances of a small handful of listed companies,
such as Eureka. It is hoped that the above effort to be more than fair to the
tiny number of its minority shareholders the company achieves a stylish exit
from the JSE.
Sandton
06 August 2009
Eureka Industrial Limited
Date: 06/08/2009 14:38:01 Produced by the JSE SENS Department.
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