| Fri 17 Aug 2001, 0:00 | | Clyde Industrial Corporation Limited - Announcemen |
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CLYDE INDUSTRIAL CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1919/005977/06)("Clyde")
* PROPOSED VOLUNTARY TERMINATION OF CLYDE'S LISTING
* CONDITIONAL OFFER TO MINORITY SHAREHOLDERS OF CLYDE
1. INTRODUCTION
Deloitte & Touche Sponsor Services (Pty) Limited is authorised to announce
that the board of directors of Clyde ("the directors") have resolved,
subject to the fulfilment of the conditions precedent set out in paragraph 5
below, to propose to Clyde shareholders that the directors be authorised to
apply to the Listings Committee of the JSE Securities Exchange South Africa
("JSE") for the voluntary termination of Clyde's listing on the JSE ("the
delisting").
The Gordon Wilson Family Trust ("the Wilson Trust"), the controlling
shareholder of Clyde, has undertaken to extend an offer to minority
shareholders of Clyde of 75 cents cash per share on condition that
shareholders approve the delisting in general meeting.
2. HISTORY AND BACKGROUND
2.1 Clyde is involved in the manufacturing and distribution of secondary
steel products to the mining, industrial and agricultural markets and has
been listed since 1987.
2.2 The directors are of the opinion that, given the current negative
sentiment towards small capitalisation companies on the JSE, Clyde's
historic low trading activity on the JSE, the inability of Clyde to qualify
for the new main board JSE Listings Requirements, as well as the high cost
associated with maintaining a listing on the JSE, there appears to be little
justification for the continued listing of Clyde.
2.3 Consequently, the directors propose that Clyde's listing be terminated
as soon as practicably possible to enable Clyde to operate its business and
pursue such restructuring initiatives as may unlock shareholder value in a
more cost-effective, unlisted group structure.
3. OFFER TO MINORITIES
The Wilson Trust will extend a conditional offer to the minority
shareholders of Clyde at 75 cents per Clyde share for all or any of their
shares, subject to obtaining regulatory approvals and shareholders voting in
favour of a delisting in general meeting ("offer to minorities").
ABSA Bank Limited has confirmed to the Securities Regulation Panel ("SRP")
that the Wilson Trust has sufficient cash resources to honour its
commitments in terms of the offer to minority shareholders.
4. FINANCIAL EFFECTS
The table below sets out a comparison of the financial effects on the holder
of one Clyde share accepting the offer or remaining a shareholder of Clyde:
Change if
Accepting the Not accepting the offer Notes offer (cents)
(cents) is accepted
Earnings 1 4,5 (a) 23,8 (b) (19,3)
Net asset value 2 75 (a) 167,5 (b) (92,5)
Market value 3 75 (a) 61 (b) 14
Notes
1. (a) On the basis of accepting the offer and had the proceeds therefrom
been invested for the year ended 28 February 2001, at an after-tax rate of
6% per annum.
(b) The audited earnings per share for Clyde for the year ended 28 February
2001.
2. (a) Cash consideration per Clyde share, if minority offer is accepted.
(b) The audited net asset value per share at 28 February 2001.
3. (a) Cash consideration per Clyde share, if minority offer is accepted.
(b) The closing price of Clyde's shares on the JSE on Wednesday, 15 August
2001.
5. CONDITIONS PRECEDENT
The delisting is subject to fulfilment of the following conditions
precedent:
D more than 50% of the votes of all Clyde shareholders present or
represented by proxy at the general meeting, excluding any controlling
shareholder, its associates and any party acting in concert, being cast in
favour of the delisting resolution; and
D the JSE granting such approvals as are necessary to finally effect the
delisting.
6. DOCUMENTATION
A circular to Clyde shareholders, containing details of the delisting and
incorporating a notice of general meeting of Clyde shareholders, as well as
the offer to minorities is being prepared and will, subject to JSE and SRP
approval, be posted to Clyde shareholders within 30 days of this
announcement.
7. FURTHER ANNOUNCEMENT
A further press announcement providing information on the salient dates of
the general meeting, the delisting and the offer to minorities will be
published in the press in due course.
Springs
17 August 2001
Sponsor
Deloitte & Touche Sponsor Services (Pty) Limited(Registration number
1996/000034/07)
Auditors
Campbell Bode Brown
Chartered Accountants SA
Represented Internationally
through the GMN International Network of Independent Accountancy Firms
