| Mon 22 Nov 2010, 10:03 | | MOB - Mobile Industries Limited - Unbundling by Mobile of its entire |
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MOB TRE
MOB
MOB - Mobile Industries Limited - Unbundling by Mobile of its entire
shareholding in Trencor Limited and withdrawal of cautionary announcement
MOBILE INDUSTRIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1968/014997/06)
Share code: MOB
ISIN: ZAE000091435
("Mobile")
1. Introduction
Mobile shareholders ("Shareholders") are referred to the cautionary
announcement of 18 October 2010 wherein it was announced that Mobile
is considering the unbundling of its 46,25% shareholding in Trencor
Limited ("Trencor") ("Unbundling").
The purpose of this announcement is to provide more detailed
information relating to:
- the terms and anticipated timetable of the Unbundling; and
- the conditions to be fulfilled before the Unbundling will be
effected.
2. Details of the Unbundling
2.1. The Unbundling and Entitlement Ratio
Subject to the fulfilment of the conditions precedent set out in
paragraph 4 below and in accordance with the salient dates and times
set out in paragraph 3 below, Mobile will unbundle all of the shares
held by it in Trencor, being 86 695 758 Trencor shares ("the
Unbundled Trencor Shares"), constituting 46,25% of the issued share
capital of Trencor, to Shareholders, in the entitlement ratio of
8,117 Trencor shares for every 100 Mobile shares held ("the
Entitlement Ratio") at the close of business on or about Friday, 4
February 2011 ("the Unbundling Record Date").
If the application of the Entitlement Ratio would result in the
number of Trencor shares to be distributed to any Shareholder not
being a whole number, the relevant fraction will be rounded up to the
nearest whole number if the fraction is equal to or greater than 0,5
of a Trencor share; or rounded down to the nearest whole number if
the fraction is less than 0,5 of a Trencor share.
The Unbundling will be in terms of sections 90 and 228 of the
Companies Act, the relevant provisions of the Listings Requirements
of the JSE Limited ("JSE") and section 46 of the Income Tax Act.
2.2. Rationale for the Unbundling
Mobile believes that the unbundling is in the best interests of
Shareholders given it will result in the following key benefits:
- increased liquidity and tradability for all Trencor and Mobile
shareholders (in the case of the latter, through their Unbundled Trencor
Shares) and a potential significant value unlock;
- a simplified group structure, eliminating the "pyramid" structure
and reducing the number of listed entry points from 3 to 2 (namely
Trencor listed on the JSE and Textainer Group Holdings Limited
("Textainer") listed on the New York Stock Exchange);
- retains Trencor`s beneficial position as a locally listed company
with exposure to Textainer as a New York Stock Exchange listed company
and United States dollar earnings stream. Trencor enables South African
investors to effectively invest in Textainer without having to make use
of foreign investment allowances;
- any discount in the Mobile share price as a result of the "pyramid"
structure, which has been as much as 20% over the past year, is
eliminated permanently; and
- retains stability of Trencor and of Textainer and its management
team as:
- Neil Jowell and Cecil Jowell ("the Jowells") will remain actively
involved as directors of Trencor (which holds a 61,74% indirect
beneficial interest in Textainer) for another 3 to 5 years; and
- trusts related to the Jowells ("the Trusts") have signed a lock-up
agreement agreeing not to dispose of the balance of their Unbundled
Trencor Shares, post the specific share repurchase by Trencor of 10 800
881 Trencor shares from the Trusts for a price of R38,61 per Trencor
share ("Specific Share Repurchase"), for a period of 2 years from the
effective date of the Specific Share Repurchase. This ensures that the
Jowells remain committed as shareholders in addition to being directors.
The lock-up agreement expires immediately should:
- the Jowells cease to be directors on the Trencor board of directors
through no fault of their own. Should this apply in respect of only one
of the Jowells, then the lock-up agreement will only expire in respect
of
50% of the remaining Unbundled Trencor Shares; and / or
- an offer for a change in control (greater than 35%) of Trencor or a
section 228 disposal by Trencor in terms of the Companies Act become
unconditional; and / or
- a simple majority of Trencor shareholders, other than the Trusts,
for any reason whatsoever agree to the expiry of the lock-up agreement.
2.3. Implementation of the Unbundling
If the conditions precedent referred to in paragraph 4 are fulfilled
on or before Monday, 17 January 2011:
- the Unbundling Record Date will be the close of business on Friday,
4 February 2011; and
- all of Mobile`s Trencor shares will be distributed on Monday, 7
February 2011 to Shareholders recorded in the Mobile register on Friday,
4 February 2011 in the Entitlement Ratio.
Shareholders holding certificated shares will be issued their
respective Unbundled Trencor Shares in certificated form and share
certificates will be posted, at the risk of the Shareholders
concerned, by registered post on Monday, 7 February 2011, to the
addresses reflected in the Mobile register on the Unbundling Record
Date. Such Shareholders are advised that they will have to
dematerialise the Unbundled Trencor Shares received by them in
certificated form, prior to trading in such shares on the JSE.
Shareholders holding dematerialised shares will have their accounts
at their CSDP or broker updated on Monday, 7 February 2011 with the
relevant Unbundled Trencor Shares.
The Unbundling may be affected by the laws of the relevant
jurisdictions of foreign Shareholders. Such foreign Shareholders
should inform themselves about and observe any applicable legal
requirements of such jurisdictions in relation to all aspects of this
announcement that may affect them, including the Unbundling. It is
the responsibility of any foreign Shareholder to satisfy himself as
to the full observation of the laws and regulatory requirements of
the relevant jurisdiction in connection with the Unbundling,
including whether or not they may participate in the Unbundling, the
obtaining of any governmental, exchange control or other consents or
the making of any filings which may be required, the compliance with
other necessary formalities, the payment of any issue, transfer or
other taxes or other requisite payments due in such jurisdiction. The
Unbundling is governed by the laws of South Africa and is subject to
any applicable South African laws and regulations, including the
exchange control regulations. Any foreign Shareholder who is in doubt
as to his position, including without limitation, his tax status,
should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
3. Salient dates and times
The salient dates and times of the Unbundling are as follows:
2010
Terms announcement released on Monday, 22 November
Securities Exchange News Service
("SENS")
Circular posted to Shareholders Monday, 22 November
Terms announcement published in South Tuesday, 23
African press November
Last day for the receipt of forms of Monday, 13 December
proxy for the general meeting of
Shareholders ("General Meeting") by
10:00
General Meeting to be to be held at 1313 Tuesday, 14
Main Tower, December
Standard Bank Centre, Heerengracht, Cape
Town
at 10:00
Results of the General Meeting announced Tuesday, 14
on SENS December
Results of the General Meeting published Wednesday, 15
in the South December
African press
2011
Finalisation announcement released on Tuesday, 18 January
SENS
Last day to trade in Mobile shares on Friday, 28 January
the JSE
to participate in the Unbundling
Mobile shares trade "ex" their Monday, 31 January
entitlement to
Trencor shares received by Shareholders
pursuant to
the Unbundling
Shareholders commence trading their Monday, 31 January
Unbundled
Trencor Shares (the JSE share code for
Trencor will remain "TRE" and the ISIN
will remain ZAE000007506)
Unbundling Record Date Friday, 4 February
Announcement of apportionment of cost Monday, 7 February
for taxation/base cost for capital gains
tax purposes on or about
Dematerialised Shareholders will have Monday, 7 February
their accounts
with their CSDP or broker updated with
the Unbundled
Trencor Shares on or about
Share certificates in respect of the Monday, 7 February
Unbundled Trencor
Shares will be posted, by registered
post, at the risk of
the certificated Shareholders concerned
on or about
Notes:
1.The above dates and times are subject to change. Any material
changes will be released on SENS and published in the South African
press.
2 All times quoted in this announcement are local times in South
Africa.
3 No dematerialisation or re-materialisation of Trencor share
certificates may take place between Monday, 31 January 2011 and Friday, 4
February 2011, both days inclusive.
4. Conditions precedent
The Unbundling is conditional upon the fulfilment of the following
conditions precedent:
- the approval by Shareholders of the special and ordinary resolutions
required to implement the Unbundling;
- the registration of the special resolutions by the Companies and
Intellectual Property Registration Office;
- the receipt by Mobile of the requisite regulatory approvals; and
- the Specific Share Repurchase becoming unconditional according to
its terms. In this regard Shareholders are referred to the announcement
by Trencor to Trencor shareholders on 22 November 2010 and available from
that date on the Trencor website (www.trencor.net).
5. Financial effects
The table below sets out the unaudited pro forma financial effects of
the Unbundling on Mobile`s earnings per share ("EPS"), headline EPS
("HEPS"), net asset value ("NAV") and tangible NAV ("TNAV").
The unaudited pro forma financial effects have been prepared using
accounting policies that comply with International Financial
Reporting Standards and that are consistent with those applied in the
unaudited group interim results for the six months ended 30 June 2010
as well as the audited group results of Mobile for the 12 months
ended 31 December 2009.
The unaudited pro forma financial effects, which are the
responsibility of the board of directors, are provided for
illustrative purposes only and, because of their pro forma nature,
may not fairly present Mobile`s financial position, changes in
equity, results of operations or cash flow.
Before Effects Post Total %
(cents) of the Unbundling change
1 Unbundlin (cents)
g
(cents)6,
7
EPS2, 4 9,6 91,8 101,4 956%
HEPS2, 4 9,7 (10,2) (0,5) (105%)
NAV3, 5 199,1 (199,1) - (100%)
TNAV3, 5 199,1 (199,1) - (100%)
Number of Mobile shares 1 068 1 068 040
in issue at (`000)4 040
Weighted average number 1 068 1 068 040
of Mobile shares in issue 040
(`000)4
Notes and assumptions:
1. The Mobile financial information reflected in the "Before" column
has been calculated from the most recent published unaudited group
interim results of Mobile (six months ended 30 June 2010) which were
prepared using accounting policies that comply with International
Financial Reporting Standards and are consistent with those applied in
the audited group results of Mobile for the 12 months ended 31 December
2009.
2. The pro forma adjustments to the unaudited condensed consolidated
statement of comprehensive income have been calculated on the assumption
that the unbundling was implemented on 1 January 2010.
3. The pro forma adjustments to the unaudited condensed consolidated
statement of financial position have been calculated on the assumption
that the unbundling was implemented on 30 June 2010.
4. In the unaudited condensed consolidated statement of comprehensive
income all adjustments are considered to have a continuing effect, except
for the adjustments detailed in notes 6 and 7.
5. The assets and equity, in the unaudited condensed consolidated
statement of financial position, and all transactions, in the unaudited
condensed consolidated statement of comprehensive income, relating to
Trencor, have been reversed from the Mobile financial information.
6. Profit on the unbundling of Trencor is R1 089,5 million, being the
difference between the carrying value of Trencor in Mobile and the fair
value of Trencor at the date of the unbundling. The carrying value of
Trencor in Mobile is R2 120,8 million and the fair value has been
determined at R3 210,3 million for purposes of this calculation.
7. Transaction costs of R5,3 million, which are non-deductible for
income tax purposes have been expensed to the statement of comprehensive
income.
6. Documentation
A circular providing information on the Unbundling and incorporating
a notice convening the General Meeting as well as a circular by
Trencor to Trencor shareholders providing information on the Specific
Share Repurchase will be posted to Shareholders on Monday, 22
November 2010. Both circulars will also be available on Mobile`s
website www.mobile-industries.net, after they have been posted.
7. Prospects
If by the implementation of the Unbundling, no further corporate
action has taken place by or in relation to Mobile or has been
proposed, then Mobile will cease to qualify for a listing on the JSE,
whether as a cash shell or otherwise, and the Mobile board of
directors intends that on or before 28 February 2011 it will send a
circular to Shareholders proposing that Mobile be placed into
voluntary liquidation.
8. Undertakings
Commitments to vote in favour of the Unbundling have been secured
from Shareholders holding 80,68% of the issued shares of Mobile.
9. Withdrawal of cautionary announcement
Shareholders are referred to the cautionary announcement of 18
October 2010 and are advised that it is hereby withdrawn.
By order of the board of directors
Cape Town
22 November 2010
Investment bank and transaction Legal advisers Sponsor
sponsor
(Investec) (ENS) (RMB)
Date: 22/11/2010 10:03:01 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.
