| Thu 27 May 2010, 11:21 | | VLE - Value Group Limited - Black Economic Empowerment transaction pro |
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VLE
VLE
VLE - Value Group Limited - Black Economic Empowerment transaction, pro
rata voluntary share repurchase offer and withdrawal of cautionary
announcement
Value Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/002203/06)
Share code: VLE ISIN: ZAE 000016507
("Value Group" or "the company")
BLACK ECONOMIC EMPOWERMENT ("BEE") TRANSACTION, PRO RATA VOLUNTARY SHARE
REPURCHASE OFFER AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
1.1 BEE transaction
The board of Value Group is pleased to announce its intention
to facilitate an empowerment shareholding of up to 15% in the
issued share capital of Value Group ("the BEE transaction").
The BEE transaction will be implemented through:
- the specific issues of ordinary shares as follows:
- 14 600 614 ordinary shares to Opsiweb Investments
(Pty) Ltd ("Phosa SPV"), a special purpose vehicle
wholly owned by the Nine Miles Trust, the family
trust of Dr. Nakedi Mathews Phosa ("Dr. Phosa"), a
non executive director of Value Group; and
- 6 257 406 ordinary shares to Diplobuzz Investments
(Pty) Ltd ("Padiyachy SPV"), a special purpose
vehicle wholly owned by the Padiyachy Family Trust,
the family trust of Mano Padiyachy, an executive
director of Value Group;
(collectively "the specific issues to Phosa SPV and
Padiyachy SPV");
- the funding by Value Logistics Limited ("Value
Logistics"), a wholly owned subsidiary of Value Group, of
the specific issues to Phosa SPV and Padiyachy SPV; and
- the implementation of an employee empowerment scheme which
will facilitate the empowerment of qualifying black Value
Group employees by enabling them to acquire an economic
interest and voting rights equivalent to up to 5% of Value
Group`s issued share capital ("the employee empowerment
scheme").
1.2 Pro rata voluntary share repurchase offer
After considering the possible future dilution of existing ordinary
shareholders as a result of the BEE transaction, Value Group intends
to make a pro rata voluntary offer to repurchase 9.2% of eligible
ordinary shareholders` (as defined in par. 4.2 below) shares for a
cash consideration of R3.60 per share ("the repurchase offer"),
subject to a maximum of 16 666 667 ordinary shares being repurchased
in terms of the repurchase offer.
2 RATIONALE
2.1 BEE transaction
Value Group supports the South African government`s BEE
initiatives and aims to play an active role in the
transformation of the South African logistics industry. Value
Group recognises the importance of BEE as a key driver of
sustainable economic growth and positive transformation in
South Africa and has implemented BEE initiatives throughout the
Group in areas of employment equity, skills development,
preferential procurement and enterprise development.
Following an extensive process, the board has decided to
propose a BEE transaction involving Dr. Phosa, Mano Padiyachy
and qualifying black Value Group employees for the following
reasons:
- they have contributed to the Group`s development and
growth thus far and will continue to be important in
driving future growth of the Group;
- they have a sound knowledge of the Group`s business
allowing them to add value from the commencement of the
BEE transaction;
- the proposed BEE transaction will assist Value Group in
retaining and motivating key black employees by providing
them with an opportunity to participate in the economic
benefits and voting rights attached to Value Group
ordinary shares.
2.2 Repurchase offer
The BEE transaction referred to above will result in future
dilution of existing Value Group ordinary shareholders`
interests in Value Group. The repurchase offer will constitute
a current and future hedge against this dilution.
Furthermore, the board, having taken cognisance of Value
Group`s solvency levels, cash generating ability and future
capital requirements considers it appropriate to propose the
repurchase offer.
3 SALIENT FEATURES OF THE BEE TRANSACTION
3.1 Specific issues of ordinary shares to Phosa SPV and Padiyachy
SPV
Value Group will issue:
- 14 600 614 ordinary shares to Phosa SPV at an issue price
of R3.50 per share for an aggregate subscription
consideration of R51 102 149. It is envisaged that Phosa
SPV will hold up to 7% of the total issued share capital
of Value Group after the BEE transaction and the
repurchase offer; and
- 6 257 406 ordinary shares to Padiyachy SPV at an issue
price of R3.50 per share for an aggregate subscription
consideration of R21 900 921. It is envisaged that
Padiyachy SPV will hold up to 3% of the total issued share
capital of Value Group after the BEE transaction and the
repurchase offer.
Value Group will therefore issue a total of 20 858 020 ordinary
shares ("the subscription shares") in terms of the specific issues
to Phosa SPV and Padiyachy SPV at an aggregate subscription
consideration of R73 003 070 ("aggregate subscription
consideration") being R3.50 per ordinary share ("the issue price") .
All the subscription shares will be issued from Value Group`s
authorised but unissued ordinary share capital.
The subscription price represents a discount of 3.0% to the volume
weighted average price ("VWAP") for the 30-day period to 25 May
2010, the day before the date on which the specific issues to Phosa
SPV and Padiyachy SPV were agreed. The subscription shares will rank
pari passu in all respects with the existing issued ordinary shares
and will collectively represent up to 10% of the issued share
capital of Value Group after the BEE transaction and the repurchase
offer.
Value Logistics will fund the aggregate subscription consideration
by subscribing for variable rate cumulative redeemable preference
shares in each of Phosa SPV and Padiyachy SPV ("the Phosa SPV and
Padiyachy SPV preference shares"). The dividend rate on the Phosa
SPV and Padiyachy SPV preference shares will be equal to 72% of the
prime interest rate from time to time. Phosa SPV and Padiyachy SPV
will be obliged to declare and pay a preference dividend in respect
of the Phosa SPV and Padiyachy SPV preference shares equal to any
Value Group distribution received in respect of the subscription
shares, net of expenses and taxes, immediately after receipt by them
of such Value Group distribution. The Phosa SPV and Padiyachy SPV
preference shares are redeemable 7 years after the effective date of
the specific issues to Phosa SPV and Padiyachy SPV. All the
subscription shares will be pledged as security for Phosa SPV`s and
Padiyachy SPV`s obligations to Value Group.
Phosa SPV and Padiyachy SPV, and their respective direct and
indirect shareholders, will be subject to a 7 year lock-in period
("lock-in period") during which the sale of the subscription shares
or the ordinary shares of Phosa SPV and Padiyachy SPV, to any party
other than an empowerment shareholder approved by Value Group, will
be prohibited. Phosa SPV and Padiyachy SPV, and their respective
direct and indirect shareholders, have warranted that their
shareholding structures will not change during the lock-in period
other than as consented to by Value Group.
Value Group will hold pre-emptive rights over the subscription share
after the lock-in period.
3.2 The employee empowerment scheme
3.2.1 Creation and issue of convertible A Shares
For purposes of implementing the employee empowerment
scheme, Value Group will create the Value Group
Empowerment Trust ("the Trust").
Value Group will also create 10 429 010 A Shares, a new
class of convertible share with a par value of R0.001 each
("A Shares"). On the 5th day following the date on which
all the suspensive conditions to the BEE transaction have
been met ("the employee empowerment scheme effective
date"), Value Group will issue, and the Trust will
subscribe for 10 429 010 A Shares at a subscription price
of R0.001 per A Share ("the issued A Shares").
The issued A Shares will represent up to 5% of the share
capital of Value Group after the implementation of the BEE
transaction and the repurchase offer.
3.2.2 Participants in the employee empowerment scheme
Only current or future black middle management level
employees of Value Group who fall within a predefined
income band and who satisfy a set of objective criteria
set by the board will qualify as participants in the
employee empowerment scheme ("participants").
On the employee empowerment scheme effective date the
Trust will create an aggregate of 10 429 010 units, being
one for every issued A Share ("the participation units").
Participants will be required to remain employed by Value
Group at all times from the date participation units are
allocated to the participant concerned until the 7th
anniversary of the employee scheme effective date ("the
termination date") in order to receive converted ordinary
shares referred to in par. 3.2.4 below in terms of the
employee empowerment scheme ("the employee service
requirement"). Participants who terminate their employment
with Value Group before the termination date could forfeit
all or part of their entitlement depending on the reasons
for terminating their employment.
3.2.3 Voting rights and Trustees
The A Shares will rank pari passu with Value Group
ordinary shares in respect of voting rights but will not
participate in shareholder distributions of Value Group.
Each vote cast by a holder of an A Share and each vote
cast by a holder of a Value Group ordinary share will rank
equally.
Whilst the A Shares will be unlisted, Value Group will
apply to the JSE Limited ("JSE") for a dispensation
allowing the A Shares to carry full voting rights and in
terms of which the trustees of the Trust ("the trustees")
will be entitled to exercise the voting rights of the A
Shares on items requiring shareholder approval in terms of
the Companies Act and the JSE Listings Requirements.
The trustees will be obliged to notify the participants in
writing of resolutions to be proposed at any general
meeting of Value Group ordinary shareholders to be held
after the employee empowerment scheme effective date. Each
participant will be entitled to give directions to the
trustees as to how the trustees should vote the number of
issued A Shares which corresponds to the participant`s
number of participation units. The trustees will be
obliged to vote the relevant number of issued A Shares in
accordance with the directions received. The trustees will
be entitled to vote in their discretion the number of
issued A Shares which corresponds to the number of
participation units, if any, that have not been allocated
to qualifying employees. The trustees will not be allowed
to vote that number of issued A Shares which corresponds
to the number of units held by participants from whom no
direction has been received.
There will be three trustees of the Trust. The
participants will appoint two of the trustees, both of
whom must be black persons and Value Group will appoint
one trustee. The majority of the trustees will be
independent.
3.2.4 Notional loan funding and the A Shares repurchase rights
On the employee empowerment scheme effective date a
notional loan will be deemed to attach to the issued A
Shares, the amount of which will equal R36 501 535, being
10 429 010 A shares and a deemed entry value of R3.50 per
A Share ("the notional loan").
At the end of each anniversary of the employee empowerment
scheme effective date ("notional period"), the notional
loan will be:
- increased by notional interest deemed to have been
accrued during that notional period at a rate of 72%
of the prime interest rate calculated daily and
compounded annually in arrears;
- increased, at the election of Value Group`s board, by
an accrual for expenditure incurred by Value Group on
behalf of the Trust during that notional period; and
- decreased by notional dividends deemed to have been
earned on the A Shares (being cash dividends and
other cash distributions actually declared and paid
by Value Group per ordinary share during that
notional period, multiplied by 10 429 010)
On the termination date, Value Group will have the right to
repurchase at R0.001 per A Share, a formula determined number
of A Shares ("the Notional loan repurchase right"). The number
of A Shares to be repurchased in terms of the Notional loan
repurchase right will be calculated by dividing the notional
loan balance on the termination date by the volume weighted
average traded price per Value Group ordinary share on the JSE
over the 30 trading days prior to the termination date.
Before implementing the notional loan repurchase right referred
to above, Value Group will repurchase at a price of R0.001 per
A Share such number of issued A Shares as, at the termination
date, exceeds the number of participation units that are
allocated to qualifying beneficiaries ("unallocated A Share
repurchase right"). An appropriate adjustment will be made to
the notional loan at the termination date to account for the
extent to which the unallocated A Share repurchase right has
been exercised by Value Group.
The remaining A Shares, (i.e. the A Shares that, at the
termination date, have not been repurchased in terms of the
notional loan repurchase right or the unallocated A Share
repurchase right) will be converted into ordinary shares on a
one-for-one basis ("converted shares"). The converted shares
will be transferred to the participants who have met the
employment service requirement, against payment of any taxes
due by the participant. If a participant is unable to pay any
taxes due, the trustees will be entitled to sell all or some of
his converted shares to make payment of the tax due.
3.3 Facilitation costs
The BEE transaction is transparent with an acceptable economic
cost to existing Value Group ordinary shareholders. The overall
cost of the BEE transaction, measured in accordance with IFRS
2: Share Based Payments, is expected to be 3.5% of the market
capitalisation of Value Group which compares favourably with
other precedent transactions concluded in South Africa. The
economic cost relating to the specific issue to Phosa SPV will
be charged as a once-off non-cash charge in Value Group`s
income statement while the economic costs relating to the
specific issue to Padiyachy SPV and the employee empowerment
scheme will be amortised over a period of 7 years as a non-cash
charge.
4 PRO RATA VOLUNTARY SHARE REPURCHASE
4.1 Rationale
The following factors serve as background to the repurchase
offer and should be taken into account by Value Group ordinary
shareholders in deciding whether to dispose of their Value
Group ordinary shares in terms of the repurchase offer:
- The BEE transaction referred to above will result in
future dilution of existing Value Group ordinary
shareholders` interests in Value Group. The repurchase
offer will constitute a current and future hedge against
this dilution for Value Group ordinary shareholders.
- Furthermore, the board, having taken cognisance of Value
Group`s solvency levels, cash generating ability and future
capital requirements considers it appropriate to propose the
repurchase offer.
4.2 Terms of the repurchase offer
Subject to the fulfilment of the suspensive conditions set out
in paragraph 7 below, Value Group will offer to repurchase 9.2%
of eligible ordinary shareholders` (as defined below) ordinary
shares by way of a pro rata offer, subject to a maximum of 16
666 667 ordinary shares being repurchased in terms of the
repurchase offer.
The following ordinary shareholders have undertaken not to
accept the repurchase offer:
- Value Logistics in respect of 11 066 492 ordinary shares
held as treasury shares;
- The Value Group Share Incentive Trust in respect of 2 267
197 ordinary shares held in terms of its obligations under
the Value Group Share Incentive Scheme;
- Phosa SPV and Padiyachy SPV in respect of the 20 858 020
ordinary shares to be issued in terms of the specific
issues to Phosa SPV and Padiyachy SPV;
All the remaining Value Group ordinary shareholders ("eligible
ordinary shareholders") holding in aggregate 181 102 344 of
Value Group`s issued ordinary share capital are therefore
entitled to tender 9.2% of their Value Group ordinary shares in
terms of the repurchase offer.
As the offer is voluntary, eligible ordinary shareholders will
be entitled to decide whether or not to accept the repurchase
offer.
In the event that an eligible ordinary shareholder tenders in
excess of 9.2% of its ordinary shares, Value Group will acquire
from such shareholder, 9.2% of its ordinary shares plus such
additional number of ordinary shares, pro rata to the excess
ordinary shares tendered to Value Group if the board in its
discretion so resolves, subject to the acquisition by Value
Group of a maximum of 16 666 667 ordinary shares.
Mr. Steven Gottschalk, Group Chief Executive Officer, has
undertaken to accept his entitlement to the repurchase offer in
respect of the Value Group ordinary shares directly or
indirectly controlled by him.
4.3 The repurchase offer consideration
The repurchase offer consideration comprises a cash
consideration of R3.60 per ordinary share ("the repurchase
offer consideration"). This represents a discount of 0.3% to
the volume weighted average price of R3.61 per Value Group
ordinary share over the 30 trading days ending on Tuesday 25
May 2010, the last practicable date before finalisation of this
announcement.
4.4 Funding of the repurchase offer
The repurchase offer consideration will be funded out of cash
and cash equivalents of Value Group.
4.5 The repurchase offer period
The repurchase offer will open for acceptances from 9:00 on
Monday, 28 June 2010 and is expected to close at 12:00 on
Friday, 13 August 2010. The date used to determine which
ordinary shareholders are entitled to participate in the
specific offer ("record date") is the close of business on
Friday, 13 August 2010. Accordingly, the last day to trade in
ordinary shares in order to settle the trade by the record date
and qualify to participate in the repurchase offer ("last date
to trade") will be Thursday, 5 August 2010.
Any acceptances of the repurchase offer prior to the fulfilment
of the conditions precedent set out in paragraph 7 below shall
be subject to such conditions precedent being timeously
fulfilled.
Any amendments to the opening and closing dates or times of the
repurchase offer will be released on SENS and published in the
press.
5 PRO FORMA FINANCIAL EFFECTS
The tables below sets out the pro forma financial effects of the BEE
transaction and the repurchase offer as well as the combined pro
forma financial effects of both the BEE transaction and the
repurchase offer on Value Group based on Value Group`s reviewed
financial results for the year ended 28 February 2010. These
financial effects are the responsibility of the directors of Value
Group, are prepared for illustrative purposes only and, because of
their nature, may not fairly present the financial position or
results of operations of Value Group after the BEE transaction
and/or the repurchase offer.
5.1 BEE transaction
Before(1) After(2&3) % Change
Earnings per share (cents) 50.8 43.2 (15.0)
Headline earnings per share 52.4 44.8 (14.5)
(cents)
Diluted earnings per share 50.3 42.8 (14.9)
(cents)
Diluted headline earnings per 51.9 44.4 (14.5)
share (cents)
Net asset value (cents) 267.8 266.7 (0.4)
Net tangible asset value 253.6 252.5 (0.4)
(cents)
Number of shares in issue 194 436 194
(`000)(4) 436
Weighted number of shares in 179 718 179
issue (`000)(4) 718
Diluted number of shares in 181 644 181 644
issue (`000)(4)
Notes:
(1) Extracted from the reviewed financial results of Value Group
for the year ended 28 February 2010.
(2) For purposes of calculating pro forma earnings per share,
headline earnings per share, diluted earnings per share and
diluted headline earnings per share it has been assumed that
the BEE transaction was effective on 1 March 2009. The economic
substance of the BEE transaction for accounting purposes is the
granting of a call option on Value Group ordinary shares. On
initial recognition, the derivative liability is measured at
fair value using an option pricing model. Value Group has
applied the Black Scholes model to value the option over 7
years. The option value attributable to the specific issue to
Phosa SPV has been estimated at R11.737 million and expensed
immediately in terms of AC 503: Accounting for Black Economic
Empowerment Transactions. The employee empowerment scheme and
Padiyachy SPV are subject to a service condition and the option
value attributable to the employee empowerment scheme and the
specific issue to Padiyachy SPV will therefore be amortised
over 7 years in accordance with IFRS 2: Share Based Payments.
This amount has been estimated at R1.917 million for the year
ended 28 February 2010.
Transaction costs associated with the BEE transaction have been
written off against share premium as share issue expenses.
(3) For purposes of calculating pro forma net asset value per share
and tangible net asset value per share it has been assumed that
the BEE transaction was effective on 28 February 2010.
(4) The Phosa SPV, Padiyachy SPV and the Value Group Empowerment
Trust will be consolidated by Value Group in accordance with
the provisions of SIC 12: Consolidation - Special Purpose
Entities. Accordingly, the number of shares in issue and the
weighted number of shares in issue on a consolidated basis will
not change as a result of the BEE transaction.
5.2 Repurchase offer
After(2,3& %
Before(1 4) Change
)
Earnings per share (cents) 54.1 6.5
50.8
Headline earnings per share (cents) 55.9 6.7
52.4
Diluted earnings per share (cents) 53.5 6.4
50.3
Diluted headline earnings per share 55.2 6.4
(cents) 51.9
Net asset value (cents) 257.9 (3.7)
267.8
Net tangible asset value (cents) 242.3 (4.5)
253.6
Number of shares in issue (`000) 177 769
194 436
Weighted number of shares in issue 163 051
(`000) 179 718
Diluted number of shares in 181 644 164 977
issue(`000)
Notes:
(1) Extracted from the reviewed financial results of Value Group
for the year ended 28 February 2010.
(2) For the purpose of calculating pro forma earnings per share,
headline earnings per share, diluted earnings per share and
diluted headline earnings per share it has been assumed that
the repurchase offer was effective on 1 March 2009.
(3) For the purpose of calculating pro forma net asset value per
share and net tangible asset value per share, it has been
assumed that the repurchase offer was effective on 28 February
2010.
(4) The following assumptions have been made with regard to the
repurchase offer:
- 16 666 667 Value Group ordinary shares have been
repurchased;
- a total repurchase offer consideration of R60 million has
been paid for the repurchased shares;
- dividends of R3.500 million would have been paid by Value
Group on the repurchased shares and STC at a rate of 10%
would have been paid on these dividends;
- investment income at an average interest rate of 6.5% per
annum (before tax) was foregone or earned, as the case may
be, on the cash flows in respect of the payment of the
repurchase offer consideration, the dividends on the
repurchased shares and the STC paid by Value Group;
- a corporate tax rate of 28% has been applied;
transaction costs of R0.876 million has been expensed.
5.3 Combined financial effects (BEE transaction and repurchase
offer)
The combined financial effects of the BEE transaction and the
repurchase offer have been based on the combined assumptions
set out in the notes to paragraph 5.1 and 5.2 above:
Before After % Change
Earnings per share (cents) 50.8 45.7 (10.0)
Headline earnings per share (cents) 52.4 47.5 (9.4)
Headline earnings per share, before 52.4 54.7 4.4
once-off share based payment charge
(cents) (1)
Diluted earnings per share (cents) 50.3 45.2 (10.1)
Diluted headline earnings per share 51.9 46.9 (9.6)
(cents)
Net asset value (cents) 256.7 (4.1)
267.8
Net tangible asset value (cents) 241.0 (5.0)
253.6
Number of shares in issue (`000) 177 769
194 436
Weighted number of shares in issue 163 051
(`000) 179 718
Diluted number of shares in 181 644 164 977
issue(`000)
Notes:
(1) The unaudited pro forma results of Value Group for the year
ended 28 February 2010 are distorted due to a significant
portion of the IFRS 2: Share Based Payment charge being
immediately recognised. Attributable and headline earnings have
been reduced by R11.737 million as a result of the once-off
expense in terms of AC 503: Accounting for Black Economic
Empowerment Transactions relating to the specific issue to
Phosa SPV. "Headline earnings per share (before once-off share
based payment charge)" reflects the pro forma result before
this once-off expense.
6. OPINION AND RECOMMENDATION
The specific issues to Phosa SPV and Padiyachy SPV and the
subscriptions by Value Logistics for Phosa SPV and Padiyachy SPV
preference shares are related party transactions in terms of the
Listings Requirements of the JSE ("the Listings Requirements") and
accordingly, require an Independent Professional Expert ("the IPE")
to issue a fairness opinion on the terms and conditions thereof.
Also, in terms of section 4.24 of the Listings Requirements, the
Trust would normally not be permitted to vote unlisted A Shares at
general meetings of ordinary shareholders. Value Group will apply to
the JSE for dispensation to be granted in respect of this rule and
for this purpose has requested the IPE to advise the board as to
whether or not the proposed issue of such unlisted voting
instruments is fair to the shareholders of Value Group. The board
has appointed Mazars Corporate Finance (Proprietary) Limited as IPE,
which appointment has been approved by the JSE. Their fairness
opinion will be included in the circular referred to in paragraph 9
below.
The board has considered the terms and conditions of the BEE
transaction and the fairness opinion thereon as well as the terms
and conditions of the repurchase offer and is of the opinion that
the BEE transaction and the repurchase offer are fair and in the
best interests of Value Group and its shareholders.
7. CONDITIONS PRECEDENT
The BEE transaction and the repurchase offer are conditional on the
fulfillment, inter alia, of the following conditions precedent:
- all the special and ordinary resolutions required to implement
the BEE transaction and the repurchase offer being duly passed
by the requisite majority of ordinary shareholders in a general
meeting and where appropriate registration of such resolutions
by the Companies and Intellectual Property Registration Office;
- the granting by the JSE of the dispensation referred to in
paragraph 3.2.3 above; and
- the unconditional approval by the JSE of the documentation
relating to the BEE transaction and the repurchase offer.
Any acceptances of the repurchase offer received prior to the
fulfilment of the conditions precedent set out above, shall be
subject to such conditions precedent being timeously fulfilled.
8. SALIENT DATES AND TIMES
2010
Value Group ordinary shares trade ex-dividend Monday 21 June
Circular and notice of general meeting to be posted Thursday 24 June
to ordinary shareholders, on
Repurchase offer opens 9:00, on Monday 28 June
Last day to lodge proxy forms for general meeting Wednesday 14 July
(by 10:00), on
General meeting to be held (10:00), on Friday 16 July
Results of general meeting released on SENS, on Friday 16 July
Results of general meeting published in the press, Monday 19 July
on
Registration of Special Resolutions by Registrar of Thursday 29 July
Companies, on*
Finalisation announcement no later than* Thursday 29 July
List new ordinary shares issued to Phosa SPV and Monday 2 August
Padiyachy SPV on JSE, on
Last day to trade to participate in repurchase Thursday 5 August
offer, on*
Ordinary shares trade ex repurchase offer* Friday 6 August
Public holiday Monday, 9 August
Record date for the repurchase offer, on* Friday 13 August
Last date to lodge forms of acceptance and Friday 13 August
surrender by 12:00, on*
Repurchase offer closes at 12:00, on Friday 13 August
Results of repurchase offer released on SENS, on* Monday 16 August
Repurchase offer consideration posted or cash
electronically transferred to certificated Monday 16 August
shareholders, on*
Accounts held with CSDP/broker credited and updated
in respect of the repurchase offer consideration to
dematerialised shareholders, on Monday 16 August
* Estimated dates
Notes:
The above dates and times are subject to change. Any material change
will be published on SENS and in the press.
9. DOCUMENTATION
A circular containing the full details of the BEE transaction and
the repurchase offer, including a notice of general meeting, will be
posted to ordinary shareholders on or about 24 June 2010 following
the requisite approval thereof by the JSE.
10. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that caution is no longer required to be
exercised when dealing in the company`s securities.
By order of the board.
Johannesburg
27 May 2010
Sponsor Reporting accountants Attorneys to Value
Group
Investec Charles Orbach & Bowman Gilfillan
Company Inc.
Corporate advisor Attorneys to Phosa SPV Independent
Professional Expert
Charles Orbach & Company Brian Kahn Inc. Mazars Corporate
Corporate Finance (Pty) Ltd Finance (Pty) Ltd
Date: 27/05/2010 11:21:08 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.
