| Wed 11 Apr 2001, 0:00 | | Aquila - Results Of General Meeting |
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Aquila Growth Limited
(Registration number 1995/003158/06)
("Aquila" or "the company")
Results of general meeting
1. Introduction
It was announced on Friday, 2 March 2001 that Aquila and its subsidiary
("Aquila Treasury Holdings") will make specific offers ("the specific
repurchase offer") to all ordinary shareholders in Aquila ("Aquila
shareholders") to repurchase or purchase, as the case may be, a percentage of
all issued Aquila ordinary shares ("Aquila shares") from all Aquila
shareholders pro rata to their ordinary shareholdings in Aquila subject, inter
alia, to the approval of shareholders, by way of special resolutions, in
general meeting, in terms of the Companies Act, 1973 (Act 61 of 1973), as
amended, and the Listings Requirements of the JSE Securities Exchange South
Africa.
2. Results of general meeting
At a general meeting of Aquila shareholders, held on Wednesday, 11 April 2001,
all the special and ordinary resolutions proposed at such shareholders meeting
were passed by the requisite majority of Aquila shareholders.
3. Terms of the specific repurchase offer
In terms of the specific repurchase offer, Aquila and its subsidiary will
propose to acquire from Aquila shareholders, pro rata to their ordinary
shareholdings, 17,668% of their ordinary shareholding in Aquila up to an
aggregate maximum of 16 000 000 Aquila shares ("the pro rata offer"). Aquila
shareholders may elect to tender to Aquila further Aquila shares in excess of
the pro rata offer ("the excess pro rata offer").
In the event that Aquila shares are tendered (to Aquila by an Aquila
shareholder) in excess of 17,668% of the relevant Aquila shareholder's ordinary
shareholding in Aquila, Aquila may, under the excess pro rata offer, choose to
acquire from such Aquila shareholder, such number of further Aquila shares, pro
rata to the excess Aquila shares tendered in terms of the excess pro rata
offer, as the directors of Aquila ("the Directors") resolve, subject to a
maximum aggregate number of 40 000 000 Aquila shares being acquired by Aquila
and its subsidiary in terms of the pro rata offer and the excess pro rata offer
The purchase price per Aquila share payable to Aquila shareholders in terms of
the specific repurchase (i.e. in respect of both the pro rata offer and the
excess pro rata offer), is R1,25 per Aquila share, payable in cash.
The Directors believe that the specific repurchase offer is fair and equitable
to all Aquila shareholders.
The cash cost to Aquila and Aquila Treasury Holdings in respect of the offer
consideration payable in terms of the pro rata offer will be approximately R20
million, if 16 000 000 Aquila shares are purchased and repurchased. The maximum
cash cost to Aquila and Aquila Treasury Holdings in terms of the specific
repurchase offer is approximately R50 million, and only if the Directors
resolve to repurchase a further 24 000 000 Aquila shares over and above the pro
rata offer, resulting in 40 000 000 Aquila shares in aggregate being acquired
by Aquila and Aquila Teasury Holdings.
No final dividend in respect of the 2001 financial year will be declared.
4. Important dates and time
2001
Last day to register in order to participate
in the specific repurchase offer at close
of business on Thursday, 12 April
Specific repurchase offer opens at 09:00 Tuesday, 17 April
Cheques posted or funds electronically
transferred to Aquila shareholders for the
pro rata offer accepted, if documents of
title are received by the transfer
secretaries on or prior to Friday,
20 April(or, failing such receipt,
within five business days of documents
of title being received by the transfer
secretaries, cheques will be posted) Tuesday, 24 April
Specific repurchase offer closes
at 16:00 Friday, 4 May
Termination of the listing of Aquila
shares repurchased by Aquila Tuesday, 8 May
Cheques posted or funds electronically
transferred to Aquila shareholders for Aquila
shares tendered by Aquila shareholders in
excess of the pro rata offer (under the excess
pro rata offer), and accepted by the Directors,
if documents of title are received by
the transfer secretaries on or prior to
Friday, 4 May Tuesday, 8 May
The term "specific repurchase offer", being collectively the "pro rata offer"
and "excess pro rata offer", bear the meanings ascribed to these terms in the
circular to Aquila shareholders dated 19 March 2001.
Bryanston
11 April 2001
Investment Bank and Corporate Adviser
Real Africa Durolink Investment Bank Limited
(Registration number 1987/005258/06)
www.radbank.co.za
Attorneys
Vorster Pereira Inc
(Registration number 1993/002530/21)
Sponsor
Real Africa Durolink
Investment Bank Limited
(Registration number 1987/005258/06)
www.radbank.co.za
