| Mon 7 Jun 2010, 12:54 | | ILV - Illovo Sugar Limited - Odd-lot offer and specific offer declaration |
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ILV
ILV
ILV - Illovo Sugar Limited - Odd-lot offer and specific offer declaration
announcement
Illovo Sugar Limited
(Incorporated in the Republic of South Africa)
(Registration number 1906/000622/06)
Share code: ILV ISIN: ZAE000083846
("Illovo" or "the Company")
ODD-LOT OFFER AND SPECIFIC OFFER DECLARATION ANNOUNCEMENT
1 INTRODUCTION AND RATIONALE
Illovo wishes to reduce the ongoing administration costs associated with
having a significant number of shareholders who hold up to 500 Illovo
ordinary shares each. On 31 March 2010, 844 shareholders, being 17% of
the total number of shareholders, held less than 100 ordinary shares
each ("odd-lot holders"). An additional 1 278 shareholders, being 25% of
the total number of Illovo shareholders, held from 100 to 500 ordinary
shares each ("specific holders"). This means that on 31 March 2010, 42%
of the total number of Illovo shareholders held 500 ordinary shares or
less each. These shareholders held in aggregate approximately 365 719
ordinary shares, which constitutes approximately 0.08% of the total
number of Illovo ordinary shares in issue. In order to reduce the
ongoing costs of administration associated with such a significant
number of odd-lot and specific holders, and to provide them with an
inexpensive method of realising their investment in Illovo, where they
receive an offer price at a premium per ordinary share and do not have
to incur transaction costs, the directors of Illovo have proposed the
implementation of an odd-lot offer to repurchase the ordinary shares of
odd-lot holders ("odd-lot offer") as well as a specific offer to
repurchase the ordinary shares of specific holders ("specific offer").
A circular containing full details of the odd-lot and specific offers
(collectively, "the offers") will be posted to all Illovo shareholders
on or about 22 June 2010.
2 MECHANISM OF THE OFFERS
The offers shall be open for acceptance from 09:00 on 22 June 2010 and
will close at 12:00 on 13 August 2010. All odd-lot holders and specific
holders with effect from the close of business on 22 June 2010 will be
entitled to participate in the odd-lot and specific offers,
respectively.
2.1 Odd-lot offer
In terms of the odd-lot offer, odd-lot holders will be offered the
opportunity to:
- sell their odd-lot holdings for the offer price (see
paragraph 3 below); or
- retain their odd-lot holdings. Those odd-lot holders who do
not make an election will be deemed to have elected to sell
their odd-lot holdings for the offer price.
2.2 Specific offer
In terms of the specific offer, Illovo will extend a specific offer
to specific holders to acquire their entire shareholding for the
cash consideration. Those specific shareholders who do not make an
election will retain their existing shareholding in Illovo.
The ordinary shares of those odd-lot holders who elect or will be
deemed to have elected and specific holders who elect to sell their
ordinary shares will be repurchased by Illovo at the offer price
(see paragraph 3 below). Any such repurchase will be regarded as an
acquisition of shares in terms of the Companies Act, 1973 (Act 61
of 1973), as amended and as a specific repurchase of securities in
terms of the Listings Requirements of the JSE Limited ("JSE"). The
Illovo ordinary shares acquired pursuant to the offers will be
cancelled by the Company. No subsidiaries of Illovo hold any of the
issued ordinary share capital of the Company as treasury shares.
Shareholders will be asked to vote on the odd-lot offers at the
annual general meeting of Illovo shareholders to be held on 21 July
2010 at 14:00 at the registered office of Illovo being Illovo Sugar
Park, 1 Montgomery Drive, Mount Edgecombe, KwaZulu-Natal.
3 OFFER PRICE
The offer price of R30.72, is the volume weighted average trading price
of an Illovo ordinary share on the JSE over the five trading days
commencing Monday, 31 May 2010 and ending Friday, 4 June 2010, plus a
five % premium.
4 EFFECT ON SHARE CAPITAL
The repurchase of ordinary shares by Illovo pursuant to the offers will
have no significant effect on Illovo`s ordinary share capital.
5 FINANCIAL EFFECTS
The repurchase of shares by Illovo pursuant to the offers will have no
significant effect on Illovo`s earnings and headline earnings per share,
or on the net asset value and tangible net asset value per share.
6 CONDITIONS PRECEDENT
The implementation of the offers is subject to the passing and
registration by the Registrar of the relevant special resolutions to be
proposed at the annual general meeting of the Company to be held on 21
July 2010 at 14:00 at the registered offices of Illovo, being Illovo
Sugar Park, 1 Montgomery Drive, Mount Edgecombe Drive, Kwa-Zulu Natal.
7 SALIENT DATES AND TIMES
The salient dates and times in respect of the offers are as follows:
Circular posted to shareholders on or about Tuesday,22 June
Offers open at 09:00 Tuesday,22 June
Forms of proxy for the annual general meeting of Monday, 19 July
shareholders to be received by 14:00
Annual general meeting of shareholders to be held at Wednesday,21 July
14:00
Results of the annual general meeting released on SENS Wednesday,21 July
Special resolution to implement the offers to be
registered with the Registrar by close of business Wednesday,28 July
Finalisation announcement to be released on SENS Thursday,29 July
Last day to trade in order to participate in the offers Thursday,5 August
Ordinary shares trade "ex" the offers Friday,6 August
Shareholders who purchase ordinary shares on or after Friday,6 August
this date will not be eligible to participate in the
offers
Forms of election and surrender for the offers to be Friday,13 August
received by the transfer secretaries by 12:00 (see note
3)
The offers close at 12:00 Friday,13 August
Record date to determine those shareholders entitled to Friday,13 August
participate in the offers at the close of business
Implementation of the offers takes effect after close of Friday,13 August
business
Odd-lot holders and affected specific holders with Monday,16 August
dematerialised shares will have their accounts held at
their CSDP or broker updated with their new holding and
credited with the offer price per share
Payment of the offer price per share to odd-lot holders Monday,16 August
and specific holders with certificated shares (see note
4)
Results of the offers released on SENS Monday,16 August
Results of the offers published in the press Tuesday,17 August
Cancellation and termination of listings of (insert Wednesday,18
date) August
Illovo ordinary shares repurchased in terms of the
offers
Notes:
1 These dates and times are subject to change. Any material changes
will be released on SENS and published in the South African press.
2 Share certificates may not be dematerialised or rematerialised
between Friday, 6 August and Friday, 13 August, both days
inclusive.
3 Dematerialised odd-lot holders and specific holders are required to
notify their duly appointed CSDP or broker of their election in the
manner and time stipulated in the agreement governing the
relationship between them and their CSDP or broker.
4 In the case of holders of certificated shares who complete the form
of election and surrender and elect to sell their ordinary shares,
payment will be made either by:
- electronic funds transfer into the bank accounts of odd-lot
holders and specific holders on or about Monday, 16 August
2010 if such holders` banking details have been provided in
the form of election and surrender; or
- cheque which will be posted at the risk of odd-lot holders and
specific holders on or about Monday, 16 August 2010 if such
holders` banking details have not been provided in the form of
election and surrender.
5 Those odd-lot holders who do not elect to retain their Illovo ordinary
shares will be deemed to have elected to sell their odd-lot holding.
Mount Edgecombe
7 June 2010
Transaction sponsor
Standard Bank
Attorneys
Garlicke & Bousfield Inc.
Sponsor
JP Morgan
Date: 07/06/2010 12:54:01 Produced by the JSE SENS Department.
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