| Thu 23 Dec 2010, 15:31 | | AHL - AH-Vest Limited - Proposed delisting of AH-Vest and offer to |
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AHL
AHL
AHL - AH-Vest Limited - Proposed delisting of AH-Vest and offer to
minorities and cautionary announcement
AH-VEST LIMITED
(Formerly All Joy Foods Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1989/000100/06)
("AH-Vest" or "the Company")
ISIN: ZAE000129177 Share Code: AHL
PROPOSED DELISTING OF AH-VEST AND OFFER TO MINORITIES AND CAUTIONARY
ANNOUNCEMENT
1. Introduction
Arcay Moela Sponsors is authorised to announce that the board of directors
of AH-Vest ("the AH-Vest Board") has resolved to seek the approval of all
holders of AH-Vest shares ("AH-Vest 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
AH-Vest 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 by AH-Vest 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 shareholders and directors hold approximately 83.41% of AH-
Vest`s -issued share capital;
- of the remaining 16.59% 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 shareholder nor any parties
associated with the controlling shareholder, namely Africa Heritage
Properties (Pty) Ltd may vote on the ordinary resolution approving the
delisting of the company.
3. Pro-forma Financial Effects
The offer price and the pro-forma financial effects of the proposed
specific repurchase of shares will be disclosed and announced to
shareholders in due course.
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
AH-Vest Board;
- The passing at the general meeting by the requisite majority of AH-Vest
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 resolution to implement
a repurchase of securities.
5. Opinions
In accordance with the JSE Listings Requirements, the AH-Vest 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 the offer
consideration will be published in due course.
6. Cash Confirmation to the SRP
AH-Vest undertakes 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 AH-Vest shareholders. A further announcement setting out the
offer consideration, pro-forma financial effects, 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.
9. Cautionary announcement
Shareholders are advised that the abovementioned proposed transaction may
have a material effect on the price of AH-Vest`s securities. Accordingly,
shareholders are advised to exercise caution when dealing in the Company`s
securities until a further announcement is made.
Johannesburg
22 December 2010
Directors:
Executive Directors: MT Pather; M Hill.
Non-Executive Directors: P Mariemuthu; MD Mawere; R Manning; A Gonsalves; B
Mthethwa.
Registered address
103 Booysens Reserve Road, Crown Mines, 2001
Company Secretary Transfer secretaries
Arcay Client Support Computershare Investor
(Proprietary) Limited Services (Pty) Ltd
Auditors Designated Advisors
PKF Chartered Accountants Arcay Moela Sponsors
(SA) (Proprietary) Limited
Date: 23/12/2010 15:31:01 Produced by the JSE SENS Department.
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