| Tue 8 Jun 2010, 8:03 | | ICC/SKJ - ICC/Sekunjalo - Proposed acquisition of |
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ICC SKJ
ICC SKJ
ICC/SKJ - ICC/Sekunjalo - Proposed acquisition of first Light
Administration Services (Proprietary) Limited and cautionary
announcement
INDUSTRIAL CREDIT COMPANY AFRICA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/010950/06)
Share code: ICC & ISIN: ZAE000053203
("ICC")
SEKUNJALO INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/006093/06)
Share code: SKJ & ISIN: ZAE000017893
("Sekunjalo")
PROPOSED ACQUISITION OF FIRST LIGHT ADMINISTRATION SERVICES
(PROPRIETARY) LIMITED ("FLAS") AND CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of ICC and Sekunjalo are hereby advised that
Sekunjalo
has accepted an offer from ICC for the acquisition by ICC of:
i) the issued ordinary share capital of FLAS held by Sekunjalo,
being 50.3% of the issued ordinary shares;
ii) all of the "B" preference shares in the issued share capital of
FLAS held by Sekunjalo and the remaining shareholders of FLAS; and
iii) all claims on loan account which Sekunjalo and the remaining
shareholders of FLAS may have against FLAS,
(hereinafter referred to as "the transaction"), subject to
the fulfilment of certain conditions precedent, as set out
in paragraph 6 below.
2. BACKGROUND INFORMATION
FLAS is an established retirement fund administrator providing
services to 160 Corporates, including listed and private owned
Companies. FLAS administers accounts for approximately 40 000
members with a combined asset value in excess of R1 billion.
3. RATIONALE FOR THE TRANSACTION
The rationale for the acquisition of FLAS by ICC is to obtain
access to selected fields of financial services.
Sekunjalo is in the process of restructuring the financial
service businesses within the Sekunjalo Group. The disposal of
FLAS is
in line with the current business strategy and will potentially
unlock value in the long-term to Sekunjalo.
4. PURCHASE CONSIDERATION
The total purchase consideration for the transaction is made up
as follows:
i) R12 295 000 to Sekunjalo for its ordinary shares in FLAS
and for its "B" preference shares in FLAS;
ii) R1 880 000 to the remaining FLAS shareholders for their "B"
preference shares in FLAS; and
iii) an amount to be determined at the effective date for
shareholders` loan accounts against FLAS, which shall be equal to the
face value of such claim on the effective date. As at 30 April 2010,
the total shareholders` loan accounts against FLAS amounted to R4 972
006 of which R4 279 002 was attributable to Sekunjalo`s loan account
against FLAS.
ICC will pay the purchase consideration through a fresh issue of
ICC shares on the effective date and ICC shall issue such number
of ICC shares at the purchase consideration of 3 cents per share
based on ICC shares being subdivided to a par value of 1 cent per
share, save for the portion of the purchase consideration paid as
follows:
i) R2 240 000 will be taken over of the shareholders loan accounts
in (iii) above to be settled in cash in 6 months following the
effective date of transaction to Sekunjalo.
5. EFFECTIVE DATE
The transaction will become effective on the date all conditions
precedent to the transaction are fulfilled, as set out in
paragraph 6 below.
6. CONDITIONS PRECEDENT
The transaction is conditional, inter alia, upon the fulfilment
of:
i) the approval of the transaction by ICC shareholders;
ii) the approval of the transaction by the Financial Services Board;
iii) the relisting of ICC on the JSE Limited ("JSE") AltX Board and
the continued listing of the ICC on the JSE (it should be noted that
ICC is currently suspended on the Venture Capital Market);
iv) the compliance by ICC of all regulatory obligations to the extent
necessary to give effect to the transaction;
v) the completion of a high level legal and financial due diligence
of ICC by Sekunjalo, to the satisfaction of Sekunalo; and
vi) conclusion of a comprehensive sale and purchase agreement between
Sekunjalo and ICC including debt settlement agreements.
7. PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects will be disclosed to shareholders
of ICC upon fulfilment of all conditions precedent to the
transaction.
8. CLASSIFICATION OF THE TRANSACTION
The transaction will not result in a change of control. However,
it will constitute a reverse take-over in terms of the Listing
Requirements of the JSE that will require revised listings
particulars for ICC. Accordingly a circular prepared in terms of
the Listings Requirements of the JSE, containing a notice of
general meeting of ICC shareholders, will be dispatched to ICC
shareholders in due course, subject to the outcome of the formal
presentation by the ICC to the AltX Advisory Committee, as
detailed in paragraph 9 below.
9. CONTINUED LISTING ON THE JSE
ICC shareholders are advised that ICC is still suspended. The
directors of ICC are in the process of applying for the lifting
of the current suspension from the JSE and transfer of ICC to the
AltX. The JSE has requested ICC to make a formal presentation to
the AltX Advisory Committee. Should ICC not meet the listing
criteria, then ICC will be subsequently delisted by the JSE. The
outcome of this will be announced to ICC shareholders in due
course.
10. ICC FURTHER CAUTIONARY ANNOUNCEMENT
ICC shareholders are hereby therefore advised to exercise caution
in the trading of ICC shares on the JSE, until such time as a
detailed terms announcement in respect of the transaction is
disclosed.
Cape Town
8 June 2010
Sponsor to Sekunjalo: PSG Capital (Pty) Limited
Legal Adviser to Sekunjalo: Edward Nathan Sonnenbergs Inc.
Sponsor to ICC: Arcay Moela
Date: 08/06/2010 07:05:06 Produced by the JSE SENS Department.
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