| Tue 16 Mar 2010, 7:05 | | AIP - Adcock - Terms Announcement Relating To The Proposed Broad-Based |
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AIP
AIP
AIP - Adcock - Terms Announcement Relating To The Proposed Broad-Based
Black Economic Empowerment ("Bee") Transaction (The "Transaction")
To Be Undertaken By Adcock And Withdrawal Of Cautionary Announcement
Adcock Ingram Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 2007/016236/06
ISIN: ZAE000123436
Share code: AIP
("Adcock" or "the Company")
TERMS ANNOUNCEMENT RELATING TO THE PROPOSED BROAD-BASED BLACK ECONOMIC
EMPOWERMENT ("BEE") TRANSACTION (THE "TRANSACTION") TO BE UNDERTAKEN BY
ADCOCK AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Further to the cautionary announcement released on the Stock
Exchange News Service ("SENS") on 24 November 2009 and published in
the press on 25 November 2009, Adcock is pleased to announce the
final terms of the Transaction, which will facilitate the
introduction of additional BEE equity participation in Adcock.
Adcock has concluded Transaction agreements with the BEE
Participants (as defined below) that will facilitate the acquisition
of an effective 13% of its issued share capital post the Transaction
by broad-based BEE groups.
The purpose of this announcement is to provide registered holders of
ordinary shares with a par value of 10 cents each ("ordinary
shares") in the Company ("ordinary shareholders") with the salient
terms of the Transaction. A circular containing the details of the
Transaction will be dispatched to ordinary shareholders on or about
17 March 2010. A notice convening a general meeting is included in
this circular. The general meeting will be held at Adcock`s offices
in Midrand, Gauteng on Friday, 9 April 2010 at 09:00 to consider
and, if deemed fit, pass the ordinary and special resolutions
required to authorise the implementation of the Transaction.
Subject to the fulfilment of the conditions precedent, listed in
paragraph 10 below, Adcock intends to implement the Transaction by
the end of April 2010.
2. Transaction mechanism
The Transaction will be implemented through a specific issue of
19,458,196 A ordinary shares to a ring-fenced single investment
vehicle ("BEE-Co") held by the strategic partners defined in 4
below, and 6,486,065 B ordinary shares to a trust (the "Employee
Trust") for the benefit of qualifying employees, as referred to in 3
below. The A ordinary shares and B ordinary shares will constitute
13% of Adcock`s total issued shares after their issue.
3. BEE Participants
The A ordinary shares and B ordinary shares will be issued to the
following participants ("BEE Participants"):
- the A ordinary shares to BEE-Co, through which Kagiso Strategic
Investments III (Proprietary) Limited ("Kagiso") will initially
indirectly hold an interest of 6.13%, Kurisani Youth
Development Trust ("Kurisani") will initially indirectly hold
an interest of 2.60% and Mookodi Pharma Trust ("Mookodi") will
initially indirectly hold an interest of 1.02% of Adcock`s
enlarged issued share capital. BEE-Co will hold a direct
interest of 9.75% of Adcock`s enlarged issued share capital;
and
- the B ordinary shares to the Employee Trust, through which
qualifying employees (being permanent black employees of Adcock
or other members of the Adcock group as at the initial
allocation date (being 31 March 2011) and each subsequent
anniversary of the initial allocation date until the fourth
anniversary of the first allocation date, but excluding any
such black employees who are not employed in South Africa,
unless such black employees are on secondment outside of South
Africa) will participate in the Transaction. The Employee Trust
will hold a direct interest of 3.25% of Adcock`s enlarged
issued share capital.
The post implementation Transaction structure is illustrated below:
A diagram of the Transaction structure will be set out in the
announcement to be published in the press on 17 March 2010, which will
also be posted on Adcock`s website (www.adcock.co.za).
After the issue of the A ordinary shares and the B ordinary shares, the
effective participation of the BEE Participants in Adcock will be as
follows:
Number of Adcock % of Adcock % of the Market
A or B ordinary post the Transaction value
shares Transaction (note 1)
(Rm)
Kagiso 12,233,368 6.13% 47% 622.6
(note 2)
Kurisani 5,189,501 2.60% 20% 264.2
(note 2)
Mookodi 2,035,327 1.02% 8% 103.8
(note 2)
BEE-Co 19,458,196 9.75% 75% 990.6
(note 2)
Employee 6,486,065 3.25% 25% 330.2
Trust (note 3)
Total 25,944,261 13.00% 100% 1,320.8
Notes:
1. Calculated using the 10-day VWAP as at close of trade on Thursday,
19 November 2009 (the date on which a memorandum of understanding
regarding the Transaction was signed between Adcock and the BEE
Participants);
2. A ordinary shares; and
3. B ordinary shares.
The total market value of the A ordinary shares and B ordinary shares to
be acquired by BEE-Co and the Employee Trust, based on the 10-day VWAP of
R50.91 per ordinary share on the securities exchange operated by the JSE
Limited ("JSE") as at the close of trade on 19 November 2009, is R1,321
million.
3.1 Kagiso
Kagiso will acquire an effective equity interest of 6.13% of
Adcock`s enlarged issued share capital.
Kagiso is a pre-eminent empowerment business grouping in South
Africa, formed in December 1993 by the Kagiso Trust as a
vehicle for generating long-term sustainable financial support
for the Kagiso Trust. Kagiso invests and manages capital for
the Kagiso Trust, promotes the advancement of black executives
and participates in the transformation of the South African
economy. As a BEE pioneer, Kagiso has evolved over the past few
years into a strategic investor and active shareholder. Kagiso
seeks to invest in businesses over which it is able to exert
its expertise and influence.
The ultimate majority shareholders of Kagiso are the Kagiso
Trust and Remgro Limited, a JSE listed company.
Kagiso Trust is a leading non-governmental organisation
established in 1986 by Archbishop Desmond Tutu, the late Dr
Beyers NaudeI and other clergy of the South African Council of
Churches to finance and manage community development grass
roots projects. Kagiso Trust is the largest black-led
independent development agency in South Africa with national
broad-based beneficiaries, the majority of whom are rural black
women. Kagiso Trust focuses on education, primarily funding and
overseeing the implementation of education based programmes.
Its current flagship project, the Beyers NaudeI Schools
Development Programme ("BNSDP"), focuses on key development
projects at selected schools including infrastructure upgrades,
designing of appropriate training programmes, curriculum and
class management, development of leadership skills and sport
and cultural activity programmes. There are currently more than
21,000 learners and 1,475 educators benefitting from the BNSDP.
Kagiso Trust also administers the Eric Molobi Scholarship
Programme ("EMSP") that funds learners from within BNSDP who
show an aptitude for maths and science and who come from
impoverished backgrounds. EMSP enables learners to attend
university to obtain degrees in fields such as science and
engineering. At present, there are 28 students in the EMSP.
3.2 Kurisani
Kurisani will acquire an effective equity interest of 2.60% of
Adcock`s enlarged issued share capital.
Kurisani, the investment arm of loveLife, is a broad-based
empowerment trust, which benefits loveLife and specifically the
previously disadvantaged youth passing through its programmes.
loveLife is South Africa`s national HIV/AIDS prevention
campaign for young people and provides services and outreach
programmes to protect and develop young people across South
Africa. loveLife implements international best practice in
behavioural change programmes. loveLife combines well-
established public health techniques with innovative commercial
marketing approaches to promote healthy living to young people.
loveLife`s programmes are implemented in partnership with the
South African Government across 850 hubs, which include 500
government clinics across South Africa and 130 community-based
non-government organisations as well as 5,600 schools extending
loveLife`s reach into towns, villages and rural areas across
the country. loveLife has management offices in 30 locations
with 7,000 youth volunteers who implement loveLife`s programmes
annually and up to 100,000 youth participants per month passing
through its programmes. loveLife has evolved into one of the
most significant and relevant youth HIV/AIDS awareness and
prevention efforts worldwide. Moreover, loveLife has developed
into one of the largest youth development initiatives in South
Africa.
3.3 Mookodi
Mookodi has been established as an investment vehicle whose
beneficiaries include more than 100 black medical doctors and
other medical professionals. Mookodi will acquire an effective
equity interest of 1.02% of Adcock`s enlarged issued share
capital.
3.4 Employees
The Employee Trust will acquire an effective equity interest of
3.25% of Adcock`s enlarged issued share capital. Only
qualifying employees will be eligible to participate in the
Transaction. Adcock has, in the interim, appointed 2 trustees,
whilst the qualifying employees will appoint 3 trustees after
the Transaction has been approved by ordinary shareholders and
has become unconditional.
4. Transaction funding
- The Transaction will be funded as follows:
- R93.75 million unencumbered equity contribution collectively by
Kagiso, Kurisani and Mookodi (the "strategic partners");
- upfront discount of R66 million to the BEE Participants;
- R0.65 million grant by Adcock to the Employee Trust; and
notional vendor finance to be provided by Adcock with a value
of approximately R1,161 million.
Adcock will provide notional vendor finance to the BEE Participants
which has the following salient characteristics:
- no recourse to Adcock;
- no impact on Adcock`s credit facilities nor requirement - for
the approval from Adcock`s existing financiers; and
- no cash flow implications for Adcock.
5. Strategic partners` participation
The key terms of the A ordinary shares and the key contractual
obligations of the holders of A ordinary shares are as follows:
- the strategic partners will contribute equity of R93.75 million
to BEE-Co, which will be used by BEE-Co to subscribe for
1,902,106 A ordinary shares at a deemed price of R48.36 per
share;
- BEE-Co will subscribe for a further 17,556,090 A ordinary
shares (i.e. its total equity allocation less the A ordinary
shares subscribed for by way of the equity contribution of
R93.75 million referred to above) at par value;
- the A ordinary shares will not be listed but will be considered
in determining a quorum and will be entitled to vote on any or
all resolutions proposed at general/ annual general meetings;
- the transaction term for the strategic partners will be 10
years (the "Strategic Partners` Transaction Term");
- for the first 7 years of the Strategic Partners` Transaction
Term, BEE-Co will, save for a right to unbundle all its A
ordinary shares (and compulsorily acquired ordinary shares) to
its shareholders (with the prior written consent of Adcock,
which shall not be unreasonably withheld or delayed), be locked-
in and will not be entitled to trade its A ordinary shares (or
compulsorily acquired ordinary shares) without the prior
written approval of Adcock, which Adcock shall be entitled to
grant or withhold at its sole discretion, but acting in good
faith. In addition, no strategic partner may sell any of its
ordinary shares in BEE-Co for the first 7 years of the
Strategic Partners` Transaction Term, without the prior written
approval of Adcock, which Adcock shall be entitled to grant or
withhold at its sole discretion, but acting in good faith;
- thereafter, for the following 3 year period, BEE-Co will only
be entitled to sell its shares in Adcock, and the strategic
partners their shares in BEE-Co, to other BEE parties which
have been approved by Adcock in accordance with the terms of
the legal agreements;
- the A ordinary shares will be entitled to ordinary dividends
and dividends in specie pari passu with the ordinary shares.
However, during the Strategic Partners` Transaction Term, BEE-
Co will be entitled to retain only 15% of the ordinary
dividends received by it in respect of the A ordinary shares.
The balance of the ordinary dividends received by BEE-Co, i.e.
85% of the ordinary dividends on the A ordinary shares will, on
a compulsory basis, be used by BEE-Co, within a period of 30
business days after receipt, to purchase ordinary shares;
- 100% of the ordinary dividends received by BEE-Co in respect of
the ordinary shares compulsorily acquired by BEE-Co must
likewise be utilised to purchase ordinary shares. All such
ordinary shares compulsorily acquired by BEE-Co will also be
subject to the option granted by BEE-Co to Adcock in respect of
the A ordinary shares ("A call option"), to the extent
required;
- BEE-Co may deal with any dividends in specie received by BEE-Co
as it deems fit;
- BEE-Co has waived its entitlement to receive special dividends
in respect of its compulsorily acquired ordinary shares until
the amount of such special dividends exceeds the amount of
notional finance provided to BEE-Co by Adcock. Similarly, the
terms of the A ordinary shares provide that the A ordinary
shares will not participate in special dividends until the
aggregate amount of such special dividends exceeds the amount
of notional finance provided to BEE-Co by Adcock. BEE-Co will
thus not be entitled to participate in special dividends
declared by Adcock in respect of either the A ordinary shares
or its compulsorily acquired ordinary shares until the amount
of such special dividends exceeds the amount of notional
finance provided to BEE-Co by Adcock. However, the notional
finance provided to BEE-Co by Adcock shall be reduced by an
amount equal to the amount of any such special dividends with
effect from the date on which such special dividends are paid
to ordinary shareholders;
- at the end of the Strategic Partners` Transaction Term, subject
to the JSE Listings Requirements ("Listings Requirements") and
applicable statutory requirements, Adcock will be entitled to
repurchase a formula determined number of A ordinary shares
and, if required, compulsorily acquired ordinary shares, from
BEE-Co at par value ("A repurchase shares"). The number of such
shares will be calculated, so as to give Adcock a required rate
of return on its notional funding in respect of the A ordinary
shares equal to 9.0766%, nominal annual compounded daily in
arrears ("the Notional Rate");
- following the exercise by Adcock of the A call option, the A
ordinary shares will automatically convert into ordinary shares
and those which have not been repurchased by Adcock shall be
listed on the JSE;
- after the end of the Strategic Partners` Transaction term and
the aforementioned repurchase, BEE-Co will be entitled to
retain its remaining ordinary shares (including its A ordinary
shares which have converted into ordinary shares), which it
will hold free of any restrictions; and
- BEE-Co may from time to time propose to the nomination
committee of the board of Adcock ("the board") persons suitable
for nomination and appointment as non-executive directors to
the board. Proposals made by BEE-Co will be considered by the
nomination committee in accordance with its normal procedures
and criteria from time to time, together with any other
proposals regarding nominations and appointments to the board
which may come before the nomination committee from time to
time. The nomination committee may, if it deems fit, and in its
sole discretion, support the nomination and appointment as non-
executive directors to the board of any such persons nominated
by BEE-Co. Notwithstanding any such support which may be given
by the nomination committee regarding a person nominated by BEE-
Co, the decision whether to appoint any person as a non-
executive director to the board shall be taken by Adcock
shareholders in general meeting, and such shareholders are not
obliged to follow any recommendation which may be made by the
nomination committee.
6. Employee participation
6.1 Creation and issue of the B ordinary shares and key terms of
the B ordinary shares
The key terms of the B ordinary shares and the key contractual
obligations of the holder of B ordinary shares are:
- the Employee Trust will subscribe for 6,486,065 B ordinary
shares at par value, out of the proceeds of the grant
referred to in paragraph 4;
- the B ordinary shares will not be listed but will be
considered in determining a quorum and will be entitled to
vote on any or all resolutions proposed at general/annual
general meetings, for so long as the B ordinary shares are
held by the Employee Trust;
- the transaction term for the Employee Trust will be 7
years (the "Employee Transaction Term");
- the B ordinary shares will be entitled to ordinary
dividends and dividends in specie pari passu with the
ordinary shares. However, during the Employee Transaction
Term, the Employee Trust will be obliged to utilise 100%
of the ordinary dividends received in respect of the B
ordinary shares within a period of 30 business days after
receipt to purchase ordinary shares;
- 100% of the ordinary dividends received by the Employee
Trust in respect of the compulsorily acquired ordinary
shares acquired by the Employee Trust shall likewise be
utilised to purchase ordinary shares. All such ordinary
shares shall also be subject to the option granted by the
Employee Trust to Adcock in respect of the B ordinary
shares ("B call option"), to the extent required. The
Employee Trust will hold any dividends in specie received
by the Employee Trust for the benefit of the
beneficiaries;
- the Employee Trust has waived its entitlement to receive
special dividends in respect of its compulsorily acquired
ordinary shares until the amount of such special dividends
exceeds the amount of notional finance provided to the
Employee Trust by Adcock. Similarly, the terms of the B
ordinary shares provide that the B ordinary shares will
not participate in special dividends until the amount of
such special dividends exceeds the amount of notional
finance provided to the Employee Trust by Adcock. The
Employee Trust will thus not be entitled to participate in
special dividends declared by Adcock in respect of either
the B ordinary shares or its compulsorily acquired
ordinary shares until the amount of such special dividends
exceeds the amount of notional finance provided to the
Employee Trust by Adcock. However, the notional finance
provided to the Employee Trust by Adcock shall be reduced
by an amount equal to the amount of any such special
dividends with effect from the date on which such special
dividends are paid to ordinary shareholders;
- qualifying employees will participate through the Employee
Trust, which will issue units to them, commencing on the
initial allocation date (being 31 March 2011). Each unit
will notionally represent a pro rata interest in the
residual Employee Trust assets;
- at the end of the Employee Transaction Term, Adcock will
be entitled to repurchase a formula determined number of B
ordinary shares and, if required, compulsorily acquired
ordinary shares, from the Employee Trust at par value ("B
repurchase shares"). The number of such shares will be
calculated in terms of a formula, so as to give Adcock a
required rate of return equal to the Notional Rate;
- following the exercise by Adcock of the B call option, the
B ordinary shares will automatically convert into Adcock
ordinary shares and those which have not been repurchased
by Adcock shall be listed on the JSE; and
- the Employee Trust will then distribute its ordinary
shares (including any B ordinary shares which have
converted into ordinary shares), after costs and taxes
have been settled, to the beneficiaries of the Employee
Trust who will then be entitled to trade or retain their
ordinary shares free of any restrictions.
6.2 Allocation and cancellation of units
Units will only be allocated to qualifying employees. The
trustees shall, with effect from the initial allocation date,
allocate such proportion of the units as may be advised by
Adcock to the Employee Trust in writing (which proportion is
expected to be between 70% and 80% of the total units) to the
qualifying employees as at that date at no cost to those
employees. Each qualifying employee will be allocated the same
number of units.
The remaining units shall be allocated by the trustees to new
employees who become employees after the initial allocation
date, with effect from each of the subsequent four (4)
anniversaries of the initial allocation date, provided that
they remain employees on the relevant anniversary of the
initial allocation date and in accordance with such written
directions as may be provided by Adcock to the Employee Trust
in writing from time to time, at no cost to those employees.
Qualifying employees will not be entitled to dispose of their
units, but will lose their units or their right to have further
units vest in them if they cease to be qualifying employees,
save as provided for in the Employee Trust deed and the
Employee Trust rules.
6.3 Vesting
Units allocated to qualifying employees will vest in the
qualifying employees over a five year term, commencing on the
first anniversary of the date on which units were allocated to
them. Units allocated to employees who become qualifying
employees after the initial allocation date will vest over
shorter periods, so that all units will have vested by the
fifth anniversary of the initial allocation date. Vesting will
cease in respect of those qualifying employees who cease to be
qualifying employees prior to the end of the Employee
Transaction Term, save as provided for in the Employee Trust
deed and the Employee Trust rules.
6.4 Termination of employment
The Employee Trust deed and the Employee Trust rules make
detailed provision for the position of a beneficiary in the
event of death, disability, retrenchment or retirement as well
as dismissal or resignation and a sale of business or disposal
of a subsidiary of Adcock. The Employee Trust rules also permit
the restructuring of the Employee Trust, if agreed by Adcock,
in the event of a change of control of Adcock.
6.5 Administration expenses
The Employee Trust shall be administered by the trustees. The
trustees shall delegate the day-to-day administration of the
Employee Trust to Adcock, which shall perform such day-to-day
administration on behalf of the Employee Trust free of charge.
Adcock shall have the right to appoint agents, at the cost of
Adcock, to assist Adcock with such day to day administration.
6.6 Appointment of Trustees
The Employee Trust will have 5 trustees, of whom 2 have been
appointed by the Company and 3 will be appointed by qualifying
employees after the Transaction has been approved by ordinary
shareholders and has become unconditional. The 2 initial
trustees of the Employee Trust have undertaken to the JSE that
they shall not formally meet in their capacity as the initial
trustees of the Employee Trust before the further 3 trustees
have been appointed by the qualifying employees, save as may be
required to deal with administrative matters in relation to the
Employee Trust.
6.7 Voting, quorum and independence
The Employee Trust shall be entitled to exercise all voting
rights attaching to all its B ordinary shares and compulsorily
acquired ordinary shares until its ordinary shares remaining
after the exercise of the B call option are distributed to the
beneficiaries, at the end of the Employee Transaction Term.
The trustees of the Employee Trust shall meet as often as may be
necessary but in any event no less frequently than twice every year.
All resolutions of the trustees shall be adopted by a majority vote
and each trustee shall be entitled to cast one vote.
The quorum required at any meeting of trustees is a majority of the
number of trustees then in office, provided that once the 3 trustees
appointed by qualifying employees have been appointed, the quorum
required at any meeting of trustees shall be a majority of the
number of trustees appointed by qualifying employees who are then in
office and any 1 of the trustees appointed by the Company who is
then in office. A trustee shall remain in office until he becomes
disqualified to be a trustee, is removed from office, or ceases to
be employed by the Company as envisaged in the Employee Trust Deed.
7. Estimated economic costs
Adcock has estimated the economic cost of implementing the
Transaction for Adcock and its ordinary shareholders to be
approximately R370 million. This figure was calculated with
reference to the requirements of International Financial Reporting
Standards ("IFRS"), including IFRS 2 - Share Based Payments and AC
503 - Accounting for Black Economic Empowerment Transactions, and
includes the Transaction costs as well as the grant to the Employee
Trust.
8. Unaudited pro forma financial effects of the Transaction
The unaudited pro forma financial effects of the Transaction have
been prepared for illustrative purposes only and due to the nature
thereof, may not fairly present Adcock`s financial position, changes
in equity, results of operations or cash flows after completion of
the Transaction. The unaudited pro forma financial effects are the
responsibility of the directors and are based on the published
audited results for the financial year ended 30 September 2009.
The purpose of the unaudited pro forma financial effects is to illustrate
the effects of the Transaction had the Transaction been implemented on
the dates and on the assumptions set out below. It does not purport to be
indicative of what the financial results would have been had the
Transaction been implemented on a different date:
For the year ended 30 Audited Unaudited Increase /
September 2009 before the pro forma (decrease)
Transaction after the
Transaction
Basic earnings per ordinary 451.7 281.7 (37.6%)
share (cents)
Headline earnings per 450.0 279.9 (37.8%)
ordinary share (cents)
Fully diluted basic earnings 450.1 280.7 (37.6%)
per ordinary share (cents)
Fully diluted headline 448.4 279.0 (37.8%)
earnings per share (cents)
Net asset value per ordinary 1,325.1 1,320.7 (0.3%)
share (cents)
Tangible net asset value per 1,149.8 1,145.4 (0.4%)
ordinary share (cents)
Note:
Financial information extracted from the audited consolidated income
statement for the year ended 30 September 2009 and the consolidated
balance sheet as at that date. It is assumed that the Transaction was
implemented with effect from 1 October 2008 for the calculation of the
income statement adjustments. It is assumed that the Transaction was
implemented with effect from 30 September 2009 for the calculation of the
balance sheet adjustments.
9. Opinions and recommendations
Vunani Corporate Finance, the independent professional expert
appointed by the board in terms of the Listings Requirements, has
considered the terms and conditions of the Transaction and is of the
opinion that such terms and conditions are fair to ordinary
shareholders.
The board has considered the terms and conditions of the Transaction
and the opinion of the independent professional expert and is of the
opinion that the Transaction is in the best interests of Adcock and
its ordinary shareholders and recommends that ordinary shareholders
vote in favour of the resolutions to be proposed at the general
meeting.
The opinion of Vunani will be incorporated in the circular to be
sent to ordinary shareholders, details of which are set out in
paragraph 12 below.
10. Conditions precedent
The Transaction is subject to the fulfilment of the following
conditions precedent:
- the approval of all the necessary resolutions by the requisite
majority of votes at the general meeting of Adcock; and
- registration by the Companies and Intellectual Property
Registration Office ("CIPRO") of the special resolutions passed
at the general meeting of Adcock.
11. Salient dates and times
The salient dates and times for the Transaction are set out below:
2010
Last day for receipt of proxy forms for the Wednesday, 7 April
general meeting by 09:00 on
General meeting to be held at 09:00 on Friday, 9 April
Results of general meeting published on Friday, 9 April
SENS on
Results of general meeting published in the Monday, 12 April
press on
Special resolutions lodged with CIPRO on or Wednesday, 14 April
about
Notes:
1. These dates and times are subject to change. Any material
changes to the above dates and times will be published on SENS
and the South African press.
2. All times given in this announcement are local times in South
Africa.
12. Circular to Adcock ordinary shareholders
A circular providing further information on the Transaction and a
notice convening a general meeting of ordinary shareholders to
approve the resolutions necessary to implement the Transaction will
be posted to ordinary shareholders on or about Wednesday, 17 March
2010.
13. Withdrawal of cautionary announcement
The cautionary announcement released on SENS on 24 November 2009 and
published in the press on 25 November 2009 is hereby withdrawn.
Accordingly, ordinary shareholders are no longer required to
exercise caution when dealing in their ordinary shares.
16 March 2010
Midrand
Merchant bank and transaction sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Legal adviser to Adcock
Read Hope Phillips Thomas & Cadman Inc.
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Independent professional expert
Vunani Corporate Finance
Reporting accountants
Ernst & Young Inc.
Communications adviser
Brunswick Group LLP
Legal adviser to BEE-Co and Kagiso
Webber Wentzel attorneys
Legal adviser to Mookodi
Mkhabela Huntley Adekeye Inc.
Adviser to Kurisani
Metier Advisory (Proprietary) Limited
Date: 16/03/2010 07:05:09 Produced by the JSE SENS Department.
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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.
