| Thu 3 May 2001, 0:00 | | Astrapak Limited - The Partial Redemption And Reco |
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(Incorporated in the Republic of South Africa)
(Registration number 1995/009169/06)
("Astrapak" or "the company")
The partial redemption and record date
1. Introduction
The board of directors of Astrapak has resolved to propose a partial redemption
of the debentures by the distribution of 30 cents per debenture held thereby
reducing the nominal value of each debenture from 80 cents to 50 cents ("the
partial redemption"). The board of directors believes that the partial
redemption, which will be funded from both new and existing banking facilities,
will not only further the company's objective of achieving sustainable value
growth through a reduction in the after tax cost of capital employed, it will
also enable Astrapak's linked unitholders to receive some value from their
investment without restricting the company's ability to expand its operations
in the foreseeable future.
2. Terms of the partial redemption
The implementation of the partial redemption requires that the principal
debenture trust deed be amended by special resolution to permit the partial
redemption of the debentures at any time. Such partial redemption shall be
approved by debenture holders and ordinary shareholders in separate general
meetings.
3. Conditions precedent
The amendment of the principal debenture trust deed and the partial redemption
are subject to the following conditions precedent:
3.1 the passing of the special resolution at the general meeting of the
debenture holders which is necessary to give effect to the amendment of the
principal debenture trust deed;
3.2 the passing of the ordinary resolution at the general meeting of the
debenture holders which is necessary to give effect to the distribution of 30
cents per debenture held;
3.3 the passing of the ordinary resolution at the general meeting of the
ordinary shareholders which is necessary to give effect to the distribution of
30 cents per debenture held; and
3.4 the registration by the Registrar of Companies of the special resolution
passed at the general meeting of the debenture holders.
4. Financial effects of the partial redemption
The pro-forma financial effects of the partial redemption have been reviewed by
Deloitte & Touche, Chartered Accountants (SA) and are set out in the table
below:
Before Note 5 Note 6 Note 7 After Percentage
(cents) (cents) (cents) (cents) (cents) change
Earnings
per linked
unit1 20,4 0,6 (2,2) - 18,8 (7,8)
Attributable
income2 14,6 0,6 - - 15,2 4,1
Debenture
interest3 5,8 - (2,2) - 3,6 (37,9)
Headline
earnings per
linked unit1 20,9 0,6 (2,2) - 19,3 (7,7)
Headline
income2 15,1 0,6 - - 15,7 4,0
Debenture
interest3 5,8 - (2,2) - 3,6 (37,9)
Net tangible
asset value per
linked unit4 169,4 0,6 - (30,0) 140,0 (17,4)
Net asset
value per
linked unit4 178,7 0,6 - (30,0) 149,3 (16,5)
Notes:
1. The earnings and headline earnings per linked unit, as set out in the
"Before" column of the table, are based on Astrapak's audit reviewed interim
financial results for the six-month period ended 31 August 2000. The earnings
and the headlines earnings per linked unit, as set out in the "After" column of
the table, are based on the assumption that the partial redemption was
implemented on 1 March 2000.
2. The attributable income and headline income per linked unit, as set out in
the "Before" column of the table, are based on Astrapak's audit reviewed
interim financial results for the six-month period ended 31 August 2000. The
attributable income and headline income per linked unit, as set out in the
"After" column of the table, are based on the assumption that the partial
redemption was implemented on 1 March 2000.
3. The debenture interest per linked unit, as set out in the "Before" column of
the table, is based on Astrapak's audit reviewed interim financial results for
the six-month period ended 31 August 2000. The debenture interest per linked
unit, as set out in the "After" column of the table, is based on the assumption
that the partial redemption was implemented on 1 March 2000.
4. The net tangible asset value and net asset value per linked unit, as set out
in the "Before" column of the table, are based on Astrapak's audit reviewed
balance sheet at 31 August 2000. The net tangible asset value and net asset
value per linked unit, as set out in the "After" column of the table, are based
on the assumption that the partial redemption was implemented on 1 March 2000.
5. Attributable income increases as the company will reduce its after tax cost
of funding as a result of the partial redemption.
6. The reduction of the nominal value of the debentures by 30 cents each will
adversely affect the interest payable to the debenture holders, however, in
accordance with the company's distribution policy, the shortfall of 2,2 cents
could be declared as an ordinary dividend at the end of the financial year. The
directors may, however, review the distribution policy from time to time
depending on the prevailing circumstances and future cash requirements.
7. The reduction in net tangible asset value and net asset value is a result of
the partial redemption.
5. Salient dates and times
The separate general meetings of the debenture holders and the ordinary
shareholders will be held at 10:00 and 10:15 (or as soon thereafter as the
separate meeting of the debenture holders is successfully concluded)
respectively on Friday, 25 May 2001 at the Inanda Club, 1 Forest Road, Inanda,
Sandton. The record date for linked unitholders to be registered as such in
order to participate in the partial redemption is Friday, 1 June 2001.
6. Withdrawal of cautionary announcement
Astrapak linked unitholders are referred to the cautionary announcement issued
on Monday, 2 April 2001 and are hereby advised that the cautionary announcement
is now withdrawn with the publication of this announcement and as such the
Astrapak linked unitholders no longer need to exercise caution when dealing in
their linked units.
7. Documentation
A circular containing information on the proposed partial redemption will be
posted to the linked unitholders on Thursday, 3 May 2001.
Johannesburg
3 May 2001
Sponsor
HSBC
Corporate advisor
Brait
