| Thu 8 Mar 2012, 16:45 | | IFC - IFCA Technologies Limited - Further update to the Mandatory Offer |
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IFC
IFC
IFC - IFCA Technologies Limited - Further update to the Mandatory Offer
IFCA TECHNOLOGIES LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/030759/06)
Share code: IFC ISIN: ZAE000088555
("IFCA" or "the Company")
FURTHER UPDATE TO THE MANDATORY OFFER
Further to the announcement released on SENS on 5 August 2011, and using the
terms defined therein unless otherwise stated, shareholders are hereby provided
with a further update thereto.
1 Mandatory offer
1.1 Terms and conditions of the mandatory offer
On 5 August 2011, it was announced on SENS ("the announcement") that,
as a result of Decaweb`s shareholding in the issued share capital of
the Company having surpassed 35%, a change in control of IFCA had been
effected and consequently, in terms of section 123 of the Companies
Act, a mandatory offer was required to be extended to all IFCA
shareholders.
Decaweb, through its sole shareholder, I A E Pretorius, who is the
holder and beneficial owner of 23 246 104 IFCA shares, together with a
consortium of shareholders as at 3 March 2011, whose shares in the
Company are held by Tetragona, as nominee, representing 46 545 170
IFCA shares ("original consortium") (and with whom Decaweb was acting
in concert to effect the change in control), collectively owned a
40.46% shareholding in the Company at the date on which the change in
control was effected, being 3 March 2011 ("change in control date").
In terms of the announcement of 5 August 2011, under the terms of the
mandatory offer, IFCA shareholders were to receive a cash
consideration of 7.72 cents per share plus interest payable thereon at
a rate of 15.5% ("interest"). The interest is payable from the 30th
business day following the change in control date.
On 25 August 2011, it was announced on SENS that the Company had
issued 100 625 000 ordinary shares for cash at an issue price of 8.00
cents per share ("general issue") to public shareholders as defined by
the Listings Requirements of the JSE. The Company also effected other
general issues for cash at various intervals after the change in
control date ("other general issues"), all of which were at an issue
price lower than 8.00 cents per share. Shareholders are advised that
as far as the change in control and the mandatory offer are concerned,
Decaweb and IFCA agreed that the general issue and other general
issues could be effected and neither considered these to be
frustrating actions within the meaning of section 126 of the Companies
Act, and had further sought and obtained Panel approval prior thereto.
In order to maintain the level of control held by Decaweb and the
original consortium at approximately 40% and to minimise the dilutory
effect of, inter alia, the general issue and the other general issues
effected by the Company, Decaweb invited new shareholders to join the
original consortium ("additional members of the consortium"). The
additional members of the consortium acquired their shares either
under the general issue or other general issues effected by the
Company. The maximum price at which any of the additional members of
the consortium acquired shares in the share capital of the Company was
at 8.00 cents per share.
Consequently, in terms of Regulation 111(6) of the Takeover
Regulations, published in terms of section 120 of the Companies Act
("Regulations"), due to the inclusion of the additional members of the
consortium to the original consortium, Decaweb will be required to
increase the mandatory offer consideration per share to not less than
the highest consideration paid for the securities so acquired by any
member of the current consortium. Accordingly, Decaweb has, in line
with the general issue (representing the highest consideration paid),
increased the mandatory offer consideration to 8.00 cents per share,
plus the interest payable thereon.
The additional members of the consortium have made the required Form
TRP84 declaration and delivered such form to IFCA and to the Panel.
1.2 Fair and reasonable opinion
The mandatory offer is classified as an "affected transaction" in
terms of the Companies Act and the Regulations. Accordingly, the
independent directors of IFCA ("Independent Board") have retained the
services of Charles Orbach & Company Corporate Finance Proprietary
Limited, as the independent professional expert, as required under
Regulation 90(1), for the purposes of providing an opinion on the
mandatory offer.
The opinions of the independent professional expert and the
Independent Board, will be included in the Circular to be distributed
to IFCA shareholders.
1.3 Funding of the mandatory offer consideration
Carl Spingies Attorneys has provided the Panel with an irrevocable
unconditional confirmation that sufficient funds are currently being
held in trust on behalf of Decaweb, in favour of the minority
shareholders, for the sole purpose of fully satisfying the mandatory
offer consideration, plus interest payable thereon.
1.4 Beneficial holdings in IFCA
I A E Pretorius, the sole shareholder of Decaweb, who is the holder
and beneficial owner of 23 246 104 IFCA shares, together with the
original consortium, representing 46 545 170 IFCA shares, collectively
owned 69 791 274 IFCA shares, a 40.46% shareholding in the Company on
the change in control date. Subsequent to the general issue and other
general issues, Decaweb, the original consortium and the additional
members of the consortium hold 228 588 069 IFCA shares, being a 50.59%
shareholding in the Company.
1.5 Posting of the mandatory offer circular
The anticipated distribution date of the mandatory offer Circular is
set out in paragraph 2 below.
1.6 Responsibility statement
Decaweb accepts responsibility for the information contained in this
announcement and confirms that, to the best of the Offeror`s knowledge
and belief, this information is true and nothing has been omitted from
this announcement which is likely to affect the import thereof.
2 Further documentation
The Circular containing full details of, inter alia, the mandatory offer
and the IFCA sWare Disposal as well as a notice to convene a general
meeting of IFCA shareholders in order to consider and, if deemed fit to
pass, with or without modification, the resolutions necessary to approve
and implement, inter alia, the IFCA sWare Disposal, is currently in the
process of being approved by the JSE and should be posted to shareholders
within the next 14 days. An announcement will be released on SENS on the
date of posting of the Circular.
8 March 2012
Designated Adviser
Merchantec Capital
Legal Adviser to IFCA
Werksmans Attorneys
Date: 08/03/2012 16:45:01 Produced by the JSE SENS Department.
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