| Tue 17 May 2011, 14:17 | | CRM - Ceramic Industries Limited - Declaration of a special dividend and a |
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CRM
CRM
CRM - Ceramic Industries Limited - Declaration of a special dividend and a
specific issue of shares for cash
CERAMIC INDUSTRIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1982/008520/06)
JSE code: CRM
ISIN: ZAE000008538
("Ceramic" or "the Company")
DECLARATION OF A SPECIAL DIVIDEND AND A SPECIFIC ISSUE OF SHARES FOR CASH
1. Declaration of a special dividend
Shareholders of Ceramic ("Shareholders") are advised that the board of
directors of Ceramic ("the Board") has declared a special dividend of 1
500 cents per Ceramic ordinary share ("Share") to all Shareholders of
Ceramic ("Special Dividend"). The reason for the Special Dividend is to
return surplus cash to Shareholders. The Special Dividend should be
treated by the Shareholders as a payment out of profits. The relevant
dates for the Special Dividend are as follows:
Event in relation to the Special Dividend 2011
Last day to trade (cum the Special Dividend) Friday, 3 June
Shares commence trading (ex the Special Dividend) Monday, 6 June
Record date Friday, 10 June
Payment date Monday, 13 June
Share certificates may not be dematerialised or rematerialised between
Monday, 6 June 2011 and Friday, 10 June 2011 both days inclusive.
Shareholders are further advised that Ceramic`s Black Economic
Empowerment ("BEE") Shareholders; namely, Aka Ceramic Holdings
(Proprietary) Limited ("Aka"), Peotona Ceramics (Proprietary) Limited
("Peotona"), the Ceramic BEE Staff Empowerment Trust No. 2 ("BEE Staff
Trust") and the Ceramic Foundation (collectively "BEE Parties") have
agreed to utilise a fixed percentage of the Special Dividend to acquire
treasury shares from Ceramic`s wholly owned subsidiary company, National
Ceramic Industries South Africa (Proprietary) Limited ("Transaction"),
further details of which are set out below.
The Ceramic treasury shares to be acquired in terms of the Transaction
will rank pari passu in all respects with the existing issued ordinary
share capital of the Company.
The Transaction is considered to be in the best interests of Ceramic as
it will enhance its BEE credentials.
2. The Transaction
2.1 Details relating to the Transaction
On 11 December 2008, Shareholders approved the allotment and issue of 2
029 285 Shares (approximately 10% of the issued share capital in the
Company) to the BEE Parties to assist Ceramic meet its commitments across
the BEE scorecard ("BEE Transaction"). The BEE Transaction was structured
and funded by the Company. The terms and conditions of the BEE
Transaction are more fully set out in a circular to Shareholders dated 19
November 2008.
Further to the BEE Transaction, the BEE Parties have agreed to utilise
the Special Dividend to acquire Ceramic treasury shares (which Shares
will be subject to certain of the terms, conditions and restrictions
governing the Shares subscribed for by each BEE Party in terms of the BEE
Transaction).
The purchase price of each Ceramic treasury share to be acquired by a BEE
Party is equal to:
- the 30 day volume weighted average price of a Share (as published in
the official lists by the JSE Limited ("JSE")) up to and including
the day immediately prior to this announcement (being 16 May 2011)
being, 13 752 cents ("VWAP"); less
- 1 500 cents (being the Special Dividend) per Share;
amounting to 12 252 cents per Ceramic treasury share ("Purchase
Price").
Based on the Purchase Price, the BEE Parties will acquire the following
number of Ceramic treasury shares:
BEE Party Percentage of Rand amount of Number of
Special Special Ceramic
Dividend Dividend to be treasury
received to be used to shares to be
used to acquire acquire acquired
Ceramic Ceramic
treasury shares treasury
% shares
R
Aka 100 6 087 855 49 688
Peotona 100 6 087 855 49 688
BEE Staff Trust 100 6 087 855 49 688
Ceramic Foundation 50 6 087 855 49 688
Total - 24 351 420 198 752
2.2 Pro forma financial effects of the Transaction
The unaudited pro forma financial effects of the Transaction are set out
below. The unaudited pro forma financial effects have been presented for
illustrative purposes only and because of their nature may not give a
fair reflection of Ceramic`s results and financial position after the
Transaction. The directors of Ceramic are responsible for the preparation
of the unaudited pro forma financial effects.
Before the After the Change
Transaction(1) Transaction(2) %
Basic earnings per share 522.7 514.9(4) (1.50)
("EPS") (cents)
Diluted earnings per share 496.4 489.2(4) (1.45)
("Diluted EPS") (cents)
Headline earnings per share 522.0 515.9(4) (1.16)
("HEPS") (cents)
Diluted headline earnings per 490.2(4) (1.11)
share ("Diluted HEPS") (cents) 495.7
Net asset value per share 8 404 8 444 0.01
("NAV) (cents)
Net tangible asset value per 8 377 8 418 0.01
share ("NTAV")(cents)
Weighted average number of 16 889 598 17 088 350(3)
shares in issue (`000)
Diluted weighted average 17 785 099 17 983 851(3)
number of shares in issue
(`000)
Number of shares in issue to 17 085 000
calculated NAV and NTAV (`000) 16 886 248
Notes:
1. Based on the published unaudited interim results for the six months
ended 31 January 2011.
2. Based on the assumption that the Transaction took place on 1 August
2010 for statement of comprehensive income purposes and 31 January
2011 for statement of financial position purposes.
3. Based on the 198 752 Ceramic treasury shares to be acquired in terms
of the Transaction.
4. EPS, Diluted EPS, HEPS and Diluted HEPS have been adjusted to take
into account the tax effects and the costs of the Transaction.
5. NAV and NTAV have been adjusted to take into account the cash
received, the costs and the tax effects of the Transaction.
6. The interest effects of the Special Dividend and the cash received
have not been taken into account.
3. Shareholder approval for the Transaction and posting of a circular
The Transaction is treated as a specific issue for cash in terms of the
JSE Listings Requirements and as such, Shareholders are required to
approve the Transaction in general meeting. Consequently, a circular
containing full details of the Transaction and incorporating a notice to
convene a general meeting of Shareholders will be posted to Shareholders
in due course.
Vereeniging
17 May 2011
Sponsor
One Capital
Legal Advisor
Edward Nathan Sonnenbergs Inc.
Reporting Accountant
KPMG Inc.
Date: 17/05/2011 14:17:01 Produced by the JSE SENS Department.
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