| Thu 26 Apr 2001, 0:00 | | Gilboa Results Of Annual General Meeting And Furth |
|
GILBOA PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/004649/06)
("Gilboa" or "the company")
Results of annual general meeting, changes in board of directors, issue of
shares for cash and further cautionary announcement
1. Results of annual general meeting
The following ordinary resolutions were passed at the Gilboa annual general
meeting held on 17 April 2001:
- approval of the annual financial statements for the year ended 30 June 2000,
as well as the appointment and remuneration of the company's auditors, KPMG;
- approval of the directors' remuneration for the year ended 30 June 2000,
amounting to R960 000;
- a specific approval of the issue of shares to directors, amounting to 4 800
000 new Gilboa shares to be issued at an issue price of 20 cents per share,
which shares are to be issued in lieu of directors' remuneration and an
application for the listing thereof to be submitted to the JSE Securities
Exchange South Africa ("the JSE");
- approval to increase the total directors' remuneration to R2 300 000 per
annum, based on the composition of the new board of directors set out in 2
below; and
- approval to place the authorised but unissued share capital of the company
under the control of directors, subject to the JSE Listings Requirements and
other statutory and regulatory requirements.
2. Changes in board of directors
The Gilboa board of directors (the "Board") appointed the following persons as
directors to the Board with effect from 17 April 2001, whom accepted the
appointments and whose appointments were ratified by shareholders at the annual
general meeting:
- Mr Hans Erasmus, a geologist and former mining analyst, as executive director
- Mr Kobus Hoon, currently managing director of Askari Mining & Equipment
Limited ("Askari"), as executive director, subject to the finalisation of the
Askari transaction (shareholders are referred to the announcement dated 9 March
2001 regarding the Askari transaction); and
- Mr Abe Sher, a leading member of the diamond industry, as non-executive
director.
The appointments of the following directors have been confirmed and/or these
persons were re-elected at the annual general meeting:
- Mr Eddy De La Pierre (chief executive officer and executive chairman);
- Mr Chris Cloete (executive deputy chairman);
- Mrs Michelle Forster (non-executive director);
- Mr Ben Nortier (non-executive director); and
- Mr Andre Roos (non-executive director).
The following directors were either not re-elected or resigned from the Board:
- Professor Joseph Diescho (previously a non-executive director);
- Mr Albert Goodman (previously a non-executive director); and
- Mr Robert De La Pierre (previously an executive director).
3. Issue of shares for cash
Pursuant to the ordinary resolution passed at the previous Gilboa annual
general meeting held on 14 April 2000, in terms of which shareholders placed
the company's authorised but unissued share capital under the control of the
Board and authorised the Board to issue shares for cash, the Board reports that
it has agreed to issue 3 250 052 new ordinary shares in the share capital of
Gilboa at an average issue price of 26,5 cents per share to third parties,
constituting public shareholders as defined by the JSE Listings Requirements,
for cash ("the cash issue"). No prospectus was required as the cash issue
complied with section 144 of the Companies Act (Act 61 of 1973, as amended).
These shares will be issued to the subscribers and listed on the JSE on Monday,
30 April 2001. The Board furthermore issued 8 700 000 ordinary Gilboa shares,
pursuant to a specific approval by shareholders passed on 14 April 2000, to
Gilboa directors, which shares were listed on the JSE on Monday, 13 November
2000 (the "specific issue").
Neither the cash issue nor the specific issue were at a discount relative to
the preceding 30 days weighted average traded price of Gilboa's securities
prior to the shares having been issued.
Set out below, for illustrative purposes only, is the pro forma effect of the
cash issue and the specific issue on Gilboa's audited headline earnings per
share for the year ended 30 June 2000 and net asset value as at 30 June 2000,
based on the assumption that the cash issue and the specific issue took place
on 1 July 1999:
Audited After % After %
Before specific issue change cash issue change
Headline loss per
share (cents)(1) (2,48) (2,36) 4,8 (2,32) 1,7
Net asset value per
share (cents)(1) 3,53 3,36 (4,8) 3,31 (1,7)
Note:
(1) Based on a weighted average number of shares in issue during the year ended
30 June 2000 and a number of shares in issue as at 30 June 2000 as follows:
Before: 178 089 000
After the specific issue: 186 789 000
After the cash issue: 190 039 052
4. Further cautionary announcement
The conditions precedent to the acquisition by Gilboa of an interest in Askari,
as announced on 9 March 2001, have not yet been fulfilled. As such,
shareholders should continue exercising caution when dealing in their Gilboa
shares until further announcements have been made.
Pretoria
26 April 2001
Corporate advisor
Kingfisher Corporate & Executive
Sponsor
Quaestor Capital (Pty) Ltd
Registration Number 1991/007330/07
