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ELR ELRP
ELR
ELR/ELRP - ELB Group Limited - Transfer of Treasury Shares
ELB Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1930/002553/06)
Ordinary Shares: Share code: ELR ISIN: ZAE000035101
Preference Shares: Share code: ELRP ISIN: ZAE000035333
TRANSFER OF TREASURY SHARES
Pursuant to an ELB Board decision to restructure an ELB Executive Bonus Scheme
and having obtained approval from the requisite number of Executive
Participants, the ELB Participants Share Trust has, as allowed by the ELB
Participants Share Trust Deed, agreed to transfer the 6 772 000 ELB ordinary
shares held by it to ELB Timber Holdings (Proprietary) Limited ("ELB Timber")
and The ELB Share Incentive Trust ("The Incentive Trust").
ELB Timber is a wholly owned subsidiary of ELB and will receive 50 per cent of
these shares, namely, 3 386 000 ELB ordinary shares which in turn is 10 per cent
of the current issued share capital of ELB. These shares will continue to be
treated as treasury shares.
The Incentive Trust will receive the other 50 per cent, namely, 3 386 000 ELB
ordinary shares to cover its obligations in respect of the options already
granted in terms of the ELB Share Incentive Schemes.
Having agreed to the transfer of the 6 772 000 ELB ordinary shares the Executive
Participants will no longer receive the ELB dividends paid on such shares. The
Executive Participants will however in future receive a pre tax Cash Bonus
based on the dividends paid each year on the equivalent 6 772 000 ELB ordinary
shares. This ensures that the Executive Participants will be rewarded at the
same time as ELB Shareholders receive dividends continuing to align the
interests of Executive Participants and the ELB Shareholders.
The result of the restructure of the Bonus Schemes alone is that both the equity
attributable to ordinary shareholders in the ELB Group consolidated balance
sheet and group earnings per ordinary share will be materially the same as
before the transactions.
However following the transfer of shares a once off CGT charge of R5,1 million
will arise and as a consequence there will be a once off reduction in group net
asset value of approximately 20,6 cents per ELB ordinary share for the year
ended 30 June 2011.
Boksburg
6 April 2011
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 06/04/2011 13:28:01 Produced by the JSE SENS Department.
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