| Mon 21 Jun 2010, 17:06 | | REM - Remgro - Detailed terms announcement relating to the proposed unbundling |
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REM
REM
REM - Remgro - Detailed terms announcement relating to the proposed unbundling
by Remgro of 30 215 000 shares in trans Hex Group Limited to its shareholders
Remgro Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1968/006415/06)
ISIN: ZAE000026480
Share Code: REM
("Remgro" or "the company")
DETAILED TERMS ANNOUNCEMENT RELATING TO THE PROPOSED UNBUNDLING BY REMGRO OF 30
215 000 SHARES IN TRANS HEX GROUP LIMITED ("TRANS HEX") TO ITS SHAREHOLDERS
1. Introduction
The Board of Remgro has resolved to unbundle 30 215 000 shares in Trans Hex
which equate to 28,49% of the entire issued share capital of Trans Hex
("Trans Hex shares") to its ordinary and "B" ordinary shareholders
("shareholders") in terms of section 90 of the Companies Act, No. 61 of
1973 and section 46 of the Income Tax Act, No. 58 of 1962 (the "proposed
unbundling").
2. Rationale
During November 2009 it was decided to exit the investment in Trans Hex as
the directors were of the opinion that shareholders should be given the
choice of ownership given the company`s exposure to the Angolan operations
and potential upside that might result from it. Due to its size relative to
Remgro the potential uplift will be materially diluted within Remgro.
Accordingly the investment was reclassified as an investment "held for
sale" with effect from 30 November 2009. Recently Trans Hex announced that
agreement has been reached with the Angolan parties on the terms and
structure of the Luana diamond concession, which is seen as a significant
breakthrough. On 21 June 2010 the Remgro Board approved the unbundling of
the investment in Trans Hex to its shareholders as a distribution.
The proposed distribution will afford shareholders the opportunity to
obtain a direct shareholding in Trans Hex. It will increase the liquidity
and free float of the Trans Hex shares on the JSE.
3. Details of the proposed unbundling
Remgro will, subject to the fulfilment of the condition precedent set out
in paragraph 4 below, unbundle the Trans Hex shares to shareholders in the
ratio of 5.85 Trans Hex shares for every 100 Remgro ordinary shares or
unlisted "B" ordinary shares ("Remgro shares") held on the record date.
4. Condition precedent
The proposed unbundling is conditional upon shareholders approving at the
Annual General Meeting ("AGM") the necessary ordinary resolution to
implement the unbundling.
5. Details of the AGM
The AGM will be held on Wednesday 18 August 2010 at 15:30 at the Conference
Centre, Erinvale Estate Hotel & Spa, Lourensford Road, Somerset West, 7130,
for the purpose of inter alia considering and, if deemed fit, passing the
ordinary resolution required to give effect to the proposed unbundling.
6. Pro forma financial effects of the proposed unbundling
The table below summarises the unaudited pro forma financial effects of the
proposed unbundling on shareholders based on the audited results of Remgro
for the year ended 31 March 2010.
The unaudited pro forma financial effects are the responsibility of the
Remgro directors and have been prepared for illustrative purposes only to
provide information about how the proposed unbundling may have affected the
financial position of the shareholders on the relevant reporting date. Due
to its nature, the unaudited pro forma financial effects may not be a fair
reflection of Remgro`s financial position after the implementation of the
proposed unbundling or of Remgro`s future earnings.
Audited Unaudited pro Change
financial forma results (%)
results at 31 after the
March 2010 proposed
before the unbundling
proposed (cents)
unbundling
(cents)
Earnings per Remgro 629.4 624.7 (0.7)
share
Fully diluted earnings 616.3 611.5 (0.8)
per Remgro share
Headline earnings per 690.1 688.1 (0.3)
Remgro share
Fully diluted headline 676.4 674.4 (0.3)
earnings per Remgro
share
Net asset value per 8 438 8 426 (0.1)
Remgro share
Net tangible asset value 8 368 8 355 (0.2)
per Remgro share
Notes:
1. The pro forma financial effects are based on the audited results of
Remgro for the year ended 31 March 2010. The financial impact on the
earnings of Remgro are illustrated as if the proposed unbundling had
been completed on 1 April 2009, while the impact on the net assets of
Remgro are shown as if the proposed unbundling had been implemented on
31 March 2010.
2. A Trans Hex ordinary share price of R1.45 and R3.51 at 31 March 2009
and 31 March 2010 respectively, were used in the calculation of the
pro forma financial effects.
7 Salient dates and times
The salient dates and times for the proposed unbundling are set out below:
2010
Post unbundling circular together with the Monday 26 July
Annual Report to shareholders on
Last day for receipt of proxy forms for the Monday 16 August
meeting by 15:30 on
AGM to be held at 15:30 on Wednesday 18 August
Results of the AGM released on SENS on Wednesday 18 August
Results of the AGM published in the press on Thursday 19 August
Last day to trade in Remgro shares in order Friday 3 September
to participate in the proposed unbundling on
Remgro shares trade "ex" entitlement to Monday 6 September
Trans Hex shares in terms of the proposed
unbundling on
Record date to participate in the proposed Friday 10 September
unbundling on
Proposed unbundling date on Monday 13 September
Dematerialised shareholders will have their Monday 13 September
accounts with their CSDP or broker updated
with the Trans Hex shares received pursuant
to the proposed unbundling on
Share certificates in respect of the Trans Monday 13 September
Hex shares will be posted, by registered
post, at the risk of the certificated
shareholder concerned, to certificated
shareholders on or about
Notes:
1. These dates and times are subject to change. Any material change will
be released on SENS and published in the press.
2. Any reference to time is a reference to South African time.
3. No dematerialisation or rematerialisation of ordinary share
certificates may take place between Monday, 6 September 2010, and
Friday, 10 September 2010, both days inclusive.
8. Posting of the circular
A circular providing full details of the proposed unbundling will be posted
together with the Annual Report to shareholders on or about Monday 26 July
2010.
21 June 2010
Johannesburg
Merchant bank and sponsor to Remgro and Trans Hex
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys to Remgro
Cliffe Dekker Hofmeyr Incorporated
Date: 21/06/2010 17:06:02 Produced by the JSE SENS Department.
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