| Fri 13 Nov 2009, 15:39 | | ICC - Industrial Credit Company Africa Holdings Limited - Change In Control |
|
ICC
ICC
ICC - Industrial Credit Company Africa Holdings Limited - Change In Control,
Waiver Of Offer To The Minority Shareholders, And Renewal Of The Cautionary
Announcement
INDUSTRIAL CREDIT COMPANY AFRICA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/010950/06)
JSE Code: ICC
ISIN: ZAE000053203
("ICC" or "the company")
ANNOUNCEMENT RELATING TO:
CHANGE IN CONTROL, WAIVER OF OFFER TO THE MINORITY SHAREHOLDERS, CHANGES TO THE
BOARD, INTRODUCTION OF NEW ASSETS AND
RENEWAL OF THE CAUTIONARY ANNOUNCEMENT
CHANGE IN CONTROL
Further to the ongoing cautionary announcements relating to the restructuring of
ICC, shareholders are advised that the controlling shareholder of the company,
South African Enterprise Development Fund ("SAEDF") reached agreement with
Atlanta Eagle Investments Inc ("AEI"), a Georgia, United States of America based
company, on 2 November 2009, as follows:
- SAEDF will sell 74 120 000 ordinary shares (equal to 63.53%) ("sale
shares") as well as shareholder loan accounts amounting to R6 500 000 as at
1 November 2009 ("effective date")to AEI for a total consideration of R1
million ("purchase price"), payable by the fifth anniversary of the
effective date, resulting in an effective change in control of the company
("the transaction").
- Of the sale shares, 50 million will be held in escrow ("escrow shares")
until such time as the purchase price has been settled. During escrow, all
voting rights in respect of the escrow shares will reside with AEI but AEI
will not have the right to transfer, sell, pledge or hypothecate the escrow
shares until the purchase price has been settled.
- The purchase consideration will firstly be allocated to the shareholder
loan account and any balance to the purchase of the ordinary shares of the
company.
After the transaction, SAEDF will retain a 25.71% shareholding (i.e. 30 million
shares) in ICC.
WAIVER OF OFFER TO THE MINORITY SHAREHOLDERS
A waiver of an offer to minority shareholders in terms of Rule 34 of the
Securities Regulation Code on Takeovers and Mergers and the Rules of the
Securities Regulation Panel ("SRP") was granted by the SRP as the company had a
negative net asset value at the effective date and no value can reasonably be
attributed to the ordinary shares of the company.
CHANGES TO THE BOARD
Shareholders are advised that the composition of the board of directors of ICC
will change after the finalisation of the transaction.
INTRODUCTION OF NEW ASSETS
Shareholders are advised that the company is in negotiations with regard to the
introduction of new assets pursuant to the change in control and has submitted
motivation to the JSE Limited to retain the company`s listing for the time
being.
RENEWAL OF THE CAUTIONARY ANNOUNCEMENT
Shareholders are advised to continue to exercise caution when dealing in the
company`s securities until a further announcement is made.
Johannesburg
13 November 2009
Sponsor
Vunani Corporate Finance
Date: 13/11/2009 15:39:02 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.
