| Fri 15 Jun 2012, 12:55 | | AET - Alert Steel Holdings Limited - Statement regarding underwriting of rights |
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AET
AET
AET - Alert Steel Holdings Limited - Statement regarding underwriting of rights
offer by Omphile
ALERT STEEL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2003/005144/06)
JSE code: AET
ISIN: ZAE000092847
("Alert")
STATEMENT REGARDING UNDERWRITING OF RIGHTS OFFER BY OMPHILE
Shareholders are referred to the announcements dated 27 March 2012, 15 May 2012
and 25 May 2012 pertaining to a R120 million rights offer by Alert, which is
currently in progress ("the Rights Offer").
In the circular pertaining to the Rights Offer ("the Rights Offer Circular"), it
was referred to that Omphile Investments (Pty) Limited ("Omphile"), a 100% Black
Economic Empowered company, had undertaken, in terms of an underwriting
agreement concluded between Alert, Omphile and various other underwriters, to
underwrite R44 million of the Rights Offer ("the Underwriting Agreement").
In support of this undertaking by Omphile, Alert received sworn declarations
from two directors of Omphile in terms of section 100(6) and (7) of the
Companies Act No. 71 of 2008 (as amended) stating that, to the best of such
directors` knowledge and belief, Omphile was and will be in a position to carry
out its obligations in terms of the Underwriting Agreement. Subsequent to
receipt of such declarations and subsequent to the distribution of the Rights
Offer Circular, further information has been made available to the directors
concerning Omphile`s ability to perform timeously in terms of the Underwriting
Agreement.
The directors therefore wish, in light of the recent information made available
to the directors, as a matter of urgency, to bring to the attention of
shareholders their concerns regarding Omphile`s ability to fully comply with its
obligations in terms of the Underwriting Agreement.
The directors furthermore wish to bring to the attention of shareholders that
Alert has entered into a sub-underwriting agreement with Nedbank Limited
("Nedbank") in terms of which, should Omphile fail to comply fully with its
obligations in terms of the Underwriting Agreement, Nedbank has agreed to sub-
underwrite a portion of any such failure by Omphile, to a maximum amount of R30
million. Such sub-underwriting by Nedbank, and any additional steps in relation
to the Rights Offer that need to be taken arising out of the latest developments
referred to above, are subject to any further requirements of the JSE in this
regard.
Pretoria
15 June 2012
Designated advisor
QuestCo (Pty) Limited
Legal advisor
Prinsloo, Tindle & Andropoulos Inc.
Independent Reporting Accountants and Auditors
KPMG Inc.
Date: 15/06/2012 12:55:21 Produced by the JSE SENS Department.
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