| Fri 7 Sep 2001, 0:00 | | Renaissance Retail Group Limited - Announcement |
|
RENAISSANCE RETAIL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/006790/06)
("Renaissance" or "the Company")
Share code: RNS; ISIN number: ZAE000014536
* Proposed unbundling of Renaissance's entire shareholding in Relyant Retail
Limited ("Relyant")
and Cycad Financial Holdings Limited ("Cycad")
* Proposed payment of cash distribution by Renaissance in anticipation of a
members' voluntary winding-up; and
* Proposed de-listing and winding-up of Renaissance
1. INTRODUCTION
1.1 Subject to fulfilment of the conditions precedent set out in paragraph 4
below ("the conditions precedent") -
1.1.1 Renaissance will unbundle to its shareholders registered as such on
the record date ("qualifying shareholders") ("the unbundling") -
1.1.1.1 the company's entire shareholding in Relyant, held by the company on
behalf of its wholly-owned subsidiaries, Sleep Products (Proprietary)
Limited, SA Mattress Manufacturers (Proprietary) Limited, The Mattress
Factory (Proprietary) Limited, New Forty Winks (Proprietary) Limited and
Reds Furniture Contracts (Proprietary) Limited, which consists of 16 705 385
ordinary shares in the issued share capital of Relyant ("the Relyant
unbundling shares"); and
1.1.1.2 the company's entire shareholding in Cycad held by the company on
behalf of its wholly-owned subsidiary Homeway Holdings Limited ("Homeway"),
which consists of 18 194 250 ordinary shares in the issued share capital of
Cycad ("the Cycad unbundling shares"),
by way of a distribution in specie in terms of section 60 of the Income Tax
Act 113 of 1993 ("the Unbundling Act");
1.1.2 in anticipation of the winding-up referred to in 1.1.3, Renaissance
will distribute to qualifying shareholders as an advance liquidation
dividend, a cash payment as set out in 3.1 below; and
1.1.3 Renaissance will be wound-up in terms of sections 349 and 350 of the
Companies Act 61 of 1973, as amended ("the Act") by way of a members'
voluntary winding-up ("the winding-up").
2. THE UNBUNDLING
2.1 Salient details of the unbundling
Subject to the fulfilment of the conditions precedent, the Relyant
unbundling shares and the Cycad unbundling shares (collectively "the
unbundled shares") will be distributed to Renaissance shareholders
registered as such at the close of trading on Friday, 28 September 2001
("the record date") in the following ratios:
- 11,538462 Relyant shares for every 100 Renaissance shares held at the
record date;
- 12,566826 Cycad shares for every 100 Renaissance shares held at the record
date.
2.2 Rationale for the unbundling
2.2.1 During December 2000 Sleep Products (Proprietary) Limited, SA Mattress
Manufacturers (Proprietary) Limited, The Mattress Factory (Proprietary)
Limited, New Forty Winks (Proprietary) Limited and Reds Furniture Contracts
(Proprietary) Limited (collectively "the vendors") disposed of their
respective businesses as going concerns to Relyant, with effect from 1
February 2001 ("the Relyant disposal"). The purchase consideration was paid
to Renaissance in its capacity as the duly authorised agent of the vendors
and was settled, inter alia, by the issue to Renaissance of 16 705 385
shares in the capital of Relyant.
2.2.2 During July 2001 Homeway disposed of its entire shareholding in
eCompany Holdings Limited to Cycad ("the Cycad disposal"). The purchase
consideration was settled by the issue and allotment by Cycad to
Renaissance, as the duly authorised agent of Homeway, of 18 194 250 shares,
credited as fully paid, in the share capital of Cycad.
2.2.3 The Relyant disposal and the Cycad disposal (collectively "the
disposals") were effected in contemplation of realising the see-through
interests of Renaissance shareholders in the unbundled shares.
2.2.4 Following the disposals the board of directors of Renaissance ("the
board") considered various alternatives relating to the future strategic
direction of Renaissance but, given prevailing market conditions, none were
deemed to be appropriate.
2.2.5 Renaissance shares have for some time traded on the JSE Securities
Exchange South Africa ("the JSE") at a discount to what the directors
believe to be their fair market value. It is the opinion of the directors
that the negative sentiment towards small cap companies is likely to limit a
significant short-term recovery of the price at which the Renaissance shares
trade on the JSE.
2.2.6 The volume of Renaissance shares traded on the JSE since the disposals
has been low and in the absence of the acquisition of other assets
qualifying for listing, the directors are of the unanimous opinion that no
purpose is served by Renaissance's continued listing.
2.2.7 The directors have therefore resolved to implement the unbundling to
achieve the main objectives of:
- unlocking value for shareholders by virtue of the unbundled shares being
held directly by them; and
- affording Renaissance shareholders increased flexibility and the ability
to retain or dispose of the unbundled shares in accordance with their own
investment policies and preferences.
2.2.8 At the close of trading on Thursday, 6 September 2001, the last
business day prior to the finalisation of this announcement, Relyant shares
traded on the JSE at 203 cents per share and Cycad shares traded on the
JSE at 14 cents per share.
3. CASH DISTRIBUTION, DE-LISTING AND WINDING-UP
3.1 In addition to the unbundled shares, Renaissance will distribute a cash
payment to its shareholders of 55 cents per share. The aggregate amount of
this liquidation dividend will be R79 628 998 and will be distributed by way
of a dividend in anticipation of the winding-up of Renaissance, to be paid
out of both Renaissance's capital and revenue reserves.
3.2 Subject to the fulfilment of the conditions precedent, it is anticipated
that Renaissance's listing on the JSE will be suspended in accordance with
paragraph 1.7 of the JSE Listings Requirements ("the Listings Requirements")
and will thereafter be terminated in accordance with paragraph 1.13 of the
Listings Requirements ("the de-listing") in anticipation of the finalisation
of the winding-up of Renaissance in terms of sections 349 and 350 of the
Act, by way of the winding-up.
3.3 It is expected that Renaissance will have no liabilities as at the date
of the general meeting of Renaissance shareholders (as referred to in clause
5 below). However, the directors are of the view that it is prudent for
Renaissance to retain an amount of cash to cover any liabilities that may
arise or become apparent during the winding-up. After payment of the advance
liquidation dividend and the settlement of all such liabilities of
Renaissance and the costs associated with the winding-up, the remaining
cash, if any, will be distributed to Renaissance shareholders by way of a
final liquidation distribution after confirmation of the final liquidation
and distribution account to the satisfaction of the Master of the High Court
of South Africa. Shareholders are, however, unlikely to receive any amount
as a final liquidation distribution.
4 CONDITIONS PRECEDENT
The implementation of the unbundling, de-listing and
winding-up is subject to the following conditions precedent:
4.1 the passing by the Renaissance shareholders in general meeting of the
ordinary and special resolutions required to approve the unbundling, the
winding-up and the de-listing (collectively "the proposals"), in terms of
the requirements of the JSE and the Act;
4.2 the registration of the aforesaid special resolutions by the Registrar
of Companies;
4.3 the company obtaining the approvals of all regulatory authorities which,
in the opinion of the directors, are required in relation to the proposals.
5 SALIENT DATES
The salient dates and times for the unbundling and the
de-listing are set out below:
2001
Forms of proxy for the general meeting
of Renaissance shareholders to
be lodged by 10:00 on Thursday 20 September
General meeting at 10:00 on Friday 21 September
Results of general meeting
published on Tuesday 25 September
Renaissance's listing on the JSE
suspended with effect from the
commencement of trading on Wednesday, 26 September
Record date for the unbundling
(shareholders must be registered as
such by the close of trading on this
date in order to participate in the
unbundling transaction) 3 Friday, 28 September
Listing of Renaissance on the JSE
terminated from the close of trading on Friday, 28 September
Share certificates in respect of the
unbundling posted to qualifying
shareholders on or about 5 Monday, 1 October
Cheques in respect of the cash
distribution posted to qualifying
shareholders on or about 6 Monday, 1 October
Notes:
1. The above dates and times are subject to amendment. Any such amendment
will be published in the press.
2. All times in this announcement, unless otherwise indicated, are times in
the RSA.
3. Attention is drawn to the fact that -
- all trade in Renaissance shares during the period from Tuesday, 25
September 2001 to Wednesday, 26 September 2001 will be for immediate
settlement; and
- any trade in Renaissance shares remaining unsettled as at the record date
must be settled in new unbundled shares and the qualifying shareholder's
entitlement in terms of the cash distribution.
4. Subject to 5 below and the fulfillment of the conditions precedent,
Renaissance shareholders will be entitled to trade in the unbundled shares
which they will receive on implementation of the unbundling from Monday, 1
October 2001.
5. Qualifying shareholders will receive their unbundled shares in
certificated form and must remember that Relyant shares and Cycad shares
have been dematerialised and that Relyant share certificates and Cycad share
certificates received must be dematerialised through a Central Securities
Depository Participant or broker before such shares can be traded on the
JSE. The dematerialisation process can take between twenty four hours and
ten days depending on the volumes being processed by STRATE (Share
Transactions Totally Electronic, being the electronic settlement system
currently being implemented by the JSE) at the time of dematerialisation.
6 Qualifying shareholders who wish to collect their unbundled shares and
their cash entitlements directly from the transfer secretaries are advised
that their share certificates in respect of unbundled shares and their
cheques in respect of the cash distribution and fractional entitlements,
where applicable, will be available for collection from 10:00 on Monday, 1
October 2001 from the transfer secretaries provided that shareholders have
notified the transfer secretaries, in writing by the close of business
(16:00) on the record date, being Friday, 28 September 2001, of their
intention to collect their share certificates and cheques on Monday, 1
October 2001, failing which the share certificates and cheques will be
posted, by registered post, to their registered address on or about Monday,
1 October 2001.
6 DOCUMENTATION AND NOTICE OF GENERAL MEETING
A circular containing full details of the proposals and a notice of general
meeting of Renaissance shareholders was posted to Renaissance shareholders
today.
Johannesburg
10 September 2001
Corporate and legal adviser
Nucleus Corporate Finance (Proprietary) Limited
(Registration number 1998/023924/07)
Auditors and independent reporting accountants
HORWATH LEVETON BONER
Chartered Accountants (SA)
Lead sponsor
APPLETON
SECURITIES
REGISTRATION NUMBER 1998/014853/07
corporate finance
Member of the JSE Securities South Africa
Sponsor
BOE
SECURITIES (Proprietary) Limited
(Registration number 1996/015589/07)
