| Mon 7 Dec 2009, 17:37 | | ILA - Iliad Africa Limited - Issue Of Options To Bee Consortium |
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ILA
ILA
ILA - Iliad Africa Limited - Issue Of Options To Bee Consortium
Iliad Africa Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/011938/06)
Share code: ILA ISIN: ZAE000015038
("Iliad" or "the Company")
ISSUE OF OPTIONS TO BEE CONSORTIUM
Introduction
Shareholders are referred to the detailed terms announcement dated 29 October
2009 and the subsequent circular to Iliad shareholders posted on 20 November
2009 relating to the addendum and variation agreement which Iliad had entered
into with its existing Black Economic Empowerment shareholder, a consortium
led and controlled by the Women Private Equity Fund (One) ("the WPEF")
(collectively, "the BEE Consortium"), thereby amending certain principal terms
relating to the options previously granted to the BEE Consortium subject to
conditions precedent ("the transaction").
Prior to the conclusion of the transaction, due care was taken to obtain an
appropriate third party technical opinion (from Grant Thornton Chartered
Accountants (SA)) relative to the pro forma financial effects of the
transaction. The opinion obtained indicated that there would be no pro forma
financial effects as a result of the transaction. Subsequent to the SENS
announcement, the formal approval of the circular by the JSE Limited and the
posting of the circular to shareholders, it has been drawn to the Company`s
attention that, contrary to the opinion that was obtained, the transaction
will have a non-cash flow impact on the financial results of Iliad.
A supplement to the circular will be posted to shareholders detailing the
revised pro forma financial information. Furthermore, the directors have
postponed the date of the general meeting to 15 January 2010, to allow Iliad
shareholders sufficient time to review the updated information.
Pro forma financial effects of the transaction
The unaudited pro forma financial effects of the transaction, as set out
below, are based on Iliad`s unaudited results for the six months ended 30 June
2009. The unaudited pro forma financial effects are presented for illustrative
purposes only, to provide information on the impact of the transaction. Due to
the nature of the unaudited pro forma financial effects, they may not give a
fair representation of Iliad`s financial position and the results of its
operations after the transaction. Iliad`s directors are responsible for the
preparation of the unaudited pro forma financial information.
Before the After the Percentage
transaction transaction change
Earnings per share 21.44 11.04 (48.5)
(cents)
Diluted earnings per 21.44 11.04 (48.5)
share (cents)
Headline earnings per 21.18 10.78 (49.1)
share (cents)
Diluted headline 21.18 10.78 (49.1)
earnings per share
(cents)
Net asset value per 710.74 710.46 0
shares (cents)
Tangible net asset
value per share 325.10 324.81 (0.1)
(cents)
Number of shares in 138 217 794 138 217 794 0
issue
Weighted average 138 217 794 138 217 794 0
number of shares in
issue
Cash and cash
equivalents at the end (112 432) (112 432) 0
of the period (R`000)
Notes
The financial information "Before the transaction" has been extracted, without
adjustment, from the unaudited consolidated financial results of Iliad for the
six month period ended 30 June 2009.
The earnings per share and headline earnings per share "After the transaction"
are based on the assumption that the transaction was implemented on 1 January
2009.
The net asset value per share and net tangible asset value per share "After
the transaction" are based on the assumption that the transaction was
implemented on 30 June 2009.
In terms of IFRS 2, the charge arising from the fair value modification of the
option is a non-cash flow expense which will be charged through the income
statement. This is a non-recurring expense.
The value of the modification of the option was calculated on 3 December 2009
as R13.977 million by an independent valuator. The actual modification of the
option will finally be determined based on assumptions applying on the date
that the transaction becomes unconditional. Accordingly, the actual option
expense charged to the income statement of Iliad will differ from the pro
forma calculation.
The option value is carried on the balance sheet as a share based payment
reserve under the equity portion of the balance sheet.
Transaction costs totalling R551 976 have been taken into consideration in the
preparation of the pro forma financial effects.
Forms of proxy
Forms of proxy submitted in accordance with the circular posted to Iliad
shareholders on 20 November 2009 shall remain valid for the general meeting.
Shareholders shall be entitled to reconsider their forms of proxy in view of
the revised information. The company will endeavor to contact shareholders who
submit proxies dated prior to the supplementary circular for this purpose.
In accordance with the revised date of the general meeting, forms of proxy
must now be received by no later than 13h00 on Wednesday, 13 January 2010.
Fairness opinion
Bridge Capital Advisors (Pty) Limited, the independent professional expert
("the IPE"), has issued an opinion stating that the terms of the transaction
are fair as far as the shareholders of Iliad are concerned. The IPE has
confirmed that this opinion is not affected by the revised pro forma
information presented above.
Important dates and times
Date
Supplement to circular and notice of
general meeting posted to Iliad 9 December 2009
shareholders on or about
Last day for receipt of forms of proxy in
respect of the general meeting by no later 13 January 2010
than 13:00 on
General meeting to be held at 13:00 on 15 January 2010
Results of general meeting released on 15 January 2010
SENS on
Johannesburg
7 December 2009
Sponsor: Bridge Capital Advisors (Pty) Limited
Attorneys: Fullard Mayer Morrison Inc.
Date: 07/12/2009 17:37:43 Produced by the JSE SENS Department.
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