| Thu 27 Sep 2001, 0:00 | | Rationalisation Of The Winbel Group |
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WINBEL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/009225/06)
Share code WNB ISIN ZAE000008025
("Winbel")
WINHOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1945/019679/06)
Share code WNH ISIN ZAE000008033
("Winhold")
GUNDLE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1942/015274/06)
Share code GDL ISIN ZAE000012530
("Gundle")
INMINS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/004321/06)
Share code INM ISIN ZAE000003588
("Inmins")
(collectively, "the Winbel Group")
RATIONALISATION OF THE WINBEL GROUP
1. Introduction
Further to the announcement dated 21 September 2001, the boards of directors
of the Winbel Group wish to advise shareholders that:
- the scheme proposed by Winhold to the shareholders of Gundle and approved
at the scheme meeting held on Monday 17 September 2001 has been sanctioned
by the High Court of South Africa and the Order of Court registered by the
Registrar of Companies;
- the scheme constituting Gundle as a wholly-owned subsidiary of Winhold and
the unbundling of Winbel's entire shareholding in Winhold are therefore
unconditional.
2. Revised financial effects
The implementation of the Gundle scheme and the Winhold unbundling and the
failure of the Inmins scheme will affect the anticipated financial effects
on Winhold as reconstituted (and as set out in the circular to the
shareholders of Winhold dated 24 August 2001). The table below reflects such
effects per ordinary share in Winhold:
As proposed: As approved:
Gundle and Inmins Gundle wholly-
wholly-owned owned and Inmins a Increase/
subsidiaries 52,27% subsidiary (Decrease)
of Winhold of Winhold %
Earnings per share (cents) 3,49 2,62 (24,93)
Headline earnings
per share (cents) 3,80 2,79 (26,58)
Net asset value
per share (cents) 77,47 83,27 7,49
Net tangible asset value
per share (cents) 76,53 8,96 7,09
The failure of the Inmins scheme will result in Winhold issuing 19 396 911
ordinary shares and not 53 916 137 ordinary shares as originally anticipated
and these effects are based on the increased ordinary share capital of
Winhold after implementation of the Gundle scheme of 85 340 041 ordinary
shares.
3. Listings on the JSE Securities Exchange South Africa ("the JSE") and
salient dates
The listing of Winbel on the JSE will terminate from the close of business
on Friday 5 October 2001 and the listing of Gundle will terminate at the
commencement of trading on Monday 15 October 2001. Shareholders are reminded
that the effective date of the unbundling and the operative date of the
Gundle scheme is Monday 8 October 2001, from which date:
- the Winhold consideration shares will be listed;
- share certificates in respect of Winhold consideration shares will be
posted to those shareholders of Gundle who have surrendered their documents
of title by Friday 5 October 2001; and
- replacement share certificates reflecting the alteration to the share
capital of Winhold will be posted to those shareholders of Winhold who have
already surrendered their documents of title.
In addition, the attention of shareholders is drawn to the following salient
dates:
Last date to trade in existing Winhold ordinary shares Friday 5 October 2001
Dematerialised shareholders' custody accounts credited
with new Winhold ordinary shares of no par value Monday 8 October 2001
Record date for trading in existing Winhold
ordinary shares Friday 12 October
2001
Winhold replacement share certificates posted to
certificated shareholders who have surrendered their
documents of title on or before the record date
(12 October 2001) (or failing such surrender,
within five business days of surrender) Monday 15 October
2001
Notes:
1. Shareholders may not dematerialise their existing Winhold ordinary shares
after the close of business on Friday 28 September 2001.
2. Only new Winhold ordinary shares of no par value may be dematerialised
from the commencement of business on Monday 15 October 2001.
The attention of Winbel shareholders is drawn to the fact that,
notwithstanding that Winhold has converted its share capital to STRATE,
Winbel shareholders will receive a Winhold share certificate in respect of
the Winhold distributable shares and will be required to dematerialise such
share certificates in order to trade their shares on the JSE. The
dematerialisation process can take between 24 hours and 10 days, depending
on the volumes being processed by STRATE at the time of dematerialisation.
4. Surrender of share certificates
4.1 Certificated shareholders in Gundle who have not already done so are
requested to surrender their existing share certificates in accordance with
the instructions set out below in order to receive share certificates in
respect of the consideration due in terms of the scheme. Existing Winhold
shareholders who have not already done so are required to surrender their
share certificates in order to receive new share certificates reflecting the
alteration to the share capital of Winhold.
4.2 A copy of this announcement together with a form of surrender will be
despatched to the relevant shareholders today. The form of surrender must be
completed by all certificated share holders and returned, together with
relevant share certificate/s and/or other document/s of title, to Mercantile
Registrars Limited, Exchanges Department, 7th Floor, 11 Diagonal Street,
Johannesburg 2001 (PO Box 1053, Johannesburg 2000). The transfer secretaries
will, within five business days of the receipt of the duly signed form of
surrender and the share certificate/s which must accompany it, send a share
certificate in respect of the number of shares to which a certificated
shareholder is entitled in terms of the scheme at their risk, by registered
post to the address of the shareholder concerned as shown in the company's
register of shareholders, or to any other address as instructed in writing.
This does not apply to dematerialised shareholders who will have their share
entitlements automatically credited to their electronic record of holdings
maintained by their CSDP or broker.
4.3 In terms of the exchange control regulations of the Republic of South
Africa, documents of title to be issued to:
4.3.1 non-resident or emigrant shareholders will be restrictively endorsed
in terms of those regulations; and
4.3.2 emigrant shareholders will be placed under the control of the
authorised bank dealing in foreign exchange in the Republic of South Africa
nominated by that shareholder. It follows therefore that the authorised
dealer releasing blocked shares must countersign the form of surrender,
thereby indicating that the new share statements will be placed under their
control.
4.4 New share certificates will not be despatched to shareholders before
shareholders have surrendered their existing certificate/s in respect of the
shares held by them, provided that if any shareholder produces evidence to
the satisfaction of the company that the certificate in respect of any
shares has been lost or destroyed, the company may dispense with the
surrender of such certificate against the provision of an indemnity
acceptable to the company, the costs of which indemnity shall be borne by
the shareholder concerned. This does not apply to dematerialised
shareholders as their CSDP or broker will automatically handle this on their
behalf.
By order of the boards
Johannesburg
28 September 2001
Corporate adviser
LFS
Lanark Financial Services (Proprietary) Limited
(Registration number 1999/021799/07)
Attorneys
FRRW
Fluxman Rabinowitz - Raphaely Weiner Inc. Attorneys
www.frrw.co.za
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Auditors to the Winbel Group and
reporting accountants to Winbel and Winhold
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Reporting accountants to Gundle and Inmins
Burn Reynolds & Co
