| Mon 29 Mar 2010, 12:43 | | MTA - Metair Investments Limited - Announcement Regarding the Specific |
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MTA
MTA
MTA - Metair Investments Limited - Announcement Regarding the Specific
Repurchase of 10 Million Metair Ordinary Shares
METAIR INVESTMENTS LIMITED
Reg No. 1948/031013/06
(Incorporated in the Republic of South Africa)
Share code : MTA
ISIN code: ZAE000090692
("Metair" or "the Company" or "the Group")
ANNOUNCEMENT REGARDING THE SPECIFIC REPURCHASE OF 10 MILLION METAIR ORDINARY
SHARES
1. Introduction
Shareholders are advised that Metair has entered into an agreement on
Friday, 26 March 2010 with The Metair Share Incentive Trust ("the Share
Trust") for the repurchase by Business Venture Investments No 1217
(Proprietary) Limited, a wholly-owned subsidiary of Metair, of 10 million
Metair ordinary shares from the Share Trust at a price of R5-85 per share
("the Repurchase Agreement"), subject to the terms and conditions set out
below ("the Repurchase").
2. Rationale and Terms
The Share Trust currently holds 10 million Metair ordinary shares and the
board of directors of Metair ("the Board") proposes the repurchase of the
Metair ordinary shares for a total consideration of R 58,5 million
representing a discount of nil percent to the 20-day volume weighted
average price of Metair ordinary shares at Thursday, 24 March 2010. Upon
completion of the Repurchase, the Group intends to hold the shares acquired
in the Repurchase as treasury stock for the purposes of the The Metair
Share Investments Limited 2009 Share Plan (approved by shareholders during
December 2009) and other corporate activity which the Group may consider
from time to time.
3. Conditions Precedent
The Repurchase is subject to the resolutions contained in the notice of
General Meeting being passed by shareholders and, were applicable,
registered by the Companies and Intellectual Property Registration Office.
4. Pro forma Financial Effects of Repurchase
The pro forma Financial Effects of the Repurchase on Metair`s earnings,
headline earnings, net asset value and net tangible asset value per share
are less than 3% and, therefore, have not been presented.
5. Share Capital before and after the implementation of the Repurchase
The authorised and issued share capital of Metair, before and after the
implementation of the Repurchase, is as follows:
Before the Repurchase:
Authorised share capital R`000
187 500 000 ordinary shares of 2 cents each 3 750
Issued share capital
152 531 875 ordinary shares of 2 cents each 3 051
Share premium 39 825
The Company currently holds 2 435 179 ordinary
shares as treasury stock.
After the Repurchase:
Authorised share capital R`000
187 500 000 ordinary shares of 2 cents each 3 750
Issued share capital
152 531 875 ordinary shares of 2 cents each 3 051
Share premium 39 825
The Company will hold 12 435 179 ordinary shares as
treasury stock following the Repurchase
6. Categorisation of the Repurchase
The Repurchase is categorised as a Specific Repurchase in terms of the JSE
Limited Listings Requirements. Further to this, a circular, incorporating a
notice of General Meeting, convening a General Meeting of shareholders to
consider and approve the Repurchase will be posted to shareholders on or
about Wednesday, 31 March 2010, as set out in the salient dates and times
below.
7. Salient Dates and Times
The salient dates and times in respect of the Repurchase are as follows:
2010
Circular posted to shareholders on or about Wednesday, 31 March
Forms of proxy for General Meeting of Monday, 3 May
shareholders to be received by 14h30
General Meeting of shareholders held at Wednesday, 5 May
14h30 or immediately following the Annual
General Meeting of the Company
Results of General Meeting announcement Wednesday, 5 May
published on SENS
Results of General Meeting announcement Thursday, 6 May
published in the press
Notes
1. The above dates and times are subject to change. Any changes will be
published in the press and on SENS.
29 March 2010
Johannesburg
Sponsor:
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Date: 29/03/2010 12:43:01 Produced by the JSE SENS Department.
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