| Thu 2 Dec 2010, 15:54 | | TLM - Telemasters Holdings Limited - Proposed delisting of Telemasters and offer |
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TLM
TLM
TLM - Telemasters Holdings Limited - Proposed delisting of Telemasters and offer
to Minorities
TELEMASTERS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/015734/06
("Telemasters" or "the Company")
ISIN: ZAE000093324 Share Code: TLM
PROPOSED DELISTING OF TELEMASTERS AND OFFER TO MINORITIES
1 Introduction
Arcay Moela Sponsors is authorised to announce that the board of directors
of Telemasters ("the Telemasters Board") has resolved to seek the approval
of all holders of Telemasters shares ("Telemasters shareholders") at a
general meeting convened for the purpose of the delisting of the company`s
securities from the JSE, subject to the conditions precedent set out in
paragraph 4 of this announcement ("the general meeting"). In accordance
with the rules and regulations of the JSE Limited ("JSE"), in the event
that the delisting of the Company is approved by shareholders, minority
shareholders will receive an offer to purchase all or any of the shares in
the issued share capital of Telemasters held by them, at an offer price to
be determined ("the offer"), subject to the conditions precedent set out in
paragraph 4 of this announcement. The offer to minorities will be made
either by the controlling shareholder, Mr Mario Pretorius or by Telemasters
by way of a repurchase of shares and will need to be fair in terms of the
JSE Listings Requirements,
2 Rationale for the Delisting
The board has taken the following factors into account in regard to the
proposed delisting:
* the largest shareholder (Mario Pretorius), holds approximately 85% of
Telemasters` issued share capital;
* of the remaining 15% held by the general public and directors, most
shareholders are inactive, which has resulted in very low levels of
trade in the company`s securities on the JSE;
* the company does not expect to raise capital during the next couple of
years;
* as a result of the above, the benefits of listing are out of
proportion to the management time and expense pertaining thereto
The delisting will be effected by way of an application to the listings
division of the JSE in terms of paragraph 1.13 of the JSE Listings
Requirements and approval by the requisite majority of shareholders in the
general meeting. Neither the controlling shareholders nor any parties
associated with him may vote on the ordinary resolution approving the
delisting of the company.
3 Pro-forma Financial Effects
- The pro-forma financial effects of the proposed transactions will be
disclosed and announced to
- shareholders in due course once the board has decided which method of
delisting to adopt.
4 Conditions Precedent
The offer and the delisting of the company from the JSE are subject to the
following conditions precedent:
* The furnishing by the JSE, the Securities Regulation Panel ("the SRP")
and any other requisite regulatory authority of all consents and
authorities required by them in respect of the offer and delisting of
the company either unconditionally or on conditions acceptable to the
Telemasters Board;
* The passing at the general meeting by the requisite majority of
Telemasters shareholders, excluding the controlling shareholder, of
the ordinary resolution required to implement the delisting and, in
the event of a repurchase of securities, the required special
resolutions to implement a repurchase of securities.
5 Opinions
In accordance with the JSE Listings Requirements, the Telemasters Board
will appoint an Independent Professional Expert to review the terms and
conditions of the offer to ensure that the offer is fair. The opinion of
the Independent Professional Expert will be included in the circular to
shareholders referred to in paragraph 8 below. Details of any amendment to
the offer consideration will be published in due course.
6 Cash Confirmation to the SRP
Telemasters and/or Mr M Pretorius undertake to provide guarantees
acceptable to the SRP that it has sufficient cash resources available to it
to meet all of its financial obligations in terms of the offer.
7 Further Announcement and Documentation
Subject to the necessary approvals from the JSE, the SRP and the South
African Reserve Bank, a circular, containing full details of the delisting
and offer, together with a notice convening a meeting of shareholders will
be posted to Telemasters shareholders. A further announcement setting out
the salient dates and times of the offer and the general meeting will be
published in due course.
8 Offer in terms of Section 440K of the Act
The company is considering its options with regard to invoking the
provisions of Section 440K of the Act in the event of the offer being
accepted by at least 90% of the shares subject to such offer. Shareholders
will be updated in this regard in due course. Following delisting the
company will continue as a public unlisted company in the event that
Section 440K is not invoked and the company meets the requirements in terms
of the Companies Act. In this event, the company will endeavour to
maintain an Over-The-Counter ("OTC") market to enable remaining
shareholders to trade in its unlisted securities.
Johannesburg
02 December 2010
Designated Advisor
Arcay Moela Sponsors
Date: 02/12/2010 15:54:01 Produced by the JSE SENS Department.
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