| Wed 6 Feb 2002, 0:00 | | Msauli Asbes Beperk - Delisting Announcement |
|
MSAULI ASBES BEPERK
(Incorporated in the Republic of South Africa)
(Registration number 1951/001937/06)
Share code: MSI
ISIN: ZAE000004719
("Msauli" or "the Company")
Announcement regarding:
* the voluntary delisting on the JSE Securities Exchange South Africa of the
shares in Msauli;
* the payment of a special dividend
1. Introduction
Shareholders are advised that the directors of the Company have resolved,
subject to the conditions precedent referred to in paragraph 6 below, to
seek the voluntary delisting of the shares in the Company on the JSE
Securities Exchange South Africa ("the delisting") and to pay a special
dividend of 100 cents per share.
2. Historic and business perspective of Msauli
Msauli, through its wholly-owned subsidiary companies, conducted chrysotile
asbestos fibre mining in the Mpumalanga Province of South Africa and the
distribution thereof. As previously reported to shareholders, as a result of
market conditions and the mine's virtually depleted ore reserves, mining
operations were discontinued at the end of May 2001. Since then, production
of asbestos fibre has taken place, on a limited basis, from surface ore
stockpile blended together with tailings. This process has now also been
discontinued and all remaining residual fibre stocks are in the process of
being disposed of to Msauli's traditional customer base. As a result of the
cessation of the Company's mining operation, attention is now fully focussed
on the sale of old mining equipment and the rehabilitation of defunct mining
areas.
3. Reasons for the delisting and the special dividend
3.1 Delisting
As explained in 2 above, the Company's mining operations have ceased with
all activity being confined to that of disposing of the Company's remaining
surface fibre stockpile, redundant mining equipment and the carrying out of
mining area rehabilitation.
Such scenario, coupled with the high costs associated with maintaining a
listing on the JSE Securities Exchange South Africa ("JSE"), Msauli's
historic low share trading volumes and absence of any meaningful corporate
activity, make the continued listing of Msauli on the JSE inappropriate and
unwarranted. As a consequence, the directors of Msauli, including its non-
executive director, have unanimously resolved to propose that shareholders
approve an ordinary resolution to voluntarily terminate the listing of the
shares of Msauli on the JSE. The delisting will enable the directors to
eliminate all unnecessary direct and indirect costs associated with a JSE
listing whilst at the same time allowing the directors to continue with the
process of concluding the remaining business of the Company, in an orderly
manner, prior to the Company being placed into voluntarily liquidation.
The necessary resolution to this effect will be proposed at the general
meeting referred to in paragraph 8 below. Subject to its coming into effect,
the listing of the shares of the Company will be terminated on the JSE with
effect from the commencement of trading on the JSE on Monday, 18 March 2002.
3.2 Special dividend
The directors report that the Company presently has cash reserves of
approximately R10,4 million of which approximately R7 million is considered
surplus to the immediate and foreseeable requirements of the Company. Such
amount has been arrived at after taking account of all monies required to
fund the continuing limited administration and other curtailed expenses of
the Company for the foreseeable future. As a consequence of the proposed
delisting of the Company's shares, but not dependent thereon, the directors
of Msauli believe it to be in the best interests of shareholders that such
available cash reserve be paid to shareholders by way of a special dividend.
Accordingly, subject inter alia to the ratification and approval of
shareholders at the general meeting referred to in paragraph 8 below, a
special dividend of 100 cents per share ("the special dividend") will be
paid to shareholders of the Company registered as such at the close of
business on Friday, 15 March 2002.
The unaudited pro forma financial effects of the special dividend on the
Company are dealt with in paragraph 5 below.
4. Post delisting
Shareholders should note that the delisting will in no way effect the
Company's existing share capital structure and their rights as shareholders.
Furthermore, the Company will remain a juristic person subject to all of the
usual requirements and obligations imposed by the Companies Act. The
directors will continue in their endeavours to realise to best advantage,
and in an orderly manner, the remaining assets of Msauli. Subject thereto,
and at the appropriate time, it is intended that the Company be voluntarily
wound up and any remaining monies distributed to shareholders.
Notwithstanding this intention, the time that it may take to dispose of the
remaining assets and other uncertainties, render the directors unable to
provide any guarantees or assurances regarding any possible future
liquidation dividend. Shareholders will, however, be kept fully appraised of
progress in this regard and a directors' resolution to this effect has been
passed and minuted.
The Company is in the process of facilitating an `over the counter market'
("OTC") whereby, should shareholders so wish, they may trade in the shares
of the Company. Unlike STRATE, trades in the OTC are settled physically in
certificated form. For this purpose, on the date of delisting, STRATE will
inform the respective Central Securities Depositary Participant ("CSDP") and
brokers that the shares of the Company have been delisted and are
accordingly required to be rematerialised. Thereafter, at the request of
CSDP's and brokers, the transfer secretaries will ensure that rematted
shares in the form of share certificates are posted to relevant
shareholders.
Post delisting, shareholders wishing to avail themselves of the OTC may
contact Mr Piet van Zyl of Msauli on (011) 339-5458 or Mr Piet Meyer of
Mercantile Registrars Limited on (011) 370-5312 for further information and
assistance.
5. Unaudited pro forma financial effects
Set out below are the unaudited pro forma financial effects on Msauli based
on the published unaudited consolidated interim financial results of Msauli
at 30 June 2001. The unaudited pro forma financial effects are provided for
illustrative purposes only to show the effect of the payment of the special
dividend on earnings and net asset value per share as if it had occurred on
1 January 2001 and 30 June 2001 respectively and because of its nature, may
not give a fair reflection of the financial position of Msauli after the
payment of the special dividend. The pro forma financial effects have been
compiled from the published unaudited consolidated interim financial results
of Msauli at 30 June 2001 adjusted as described in note 2 below.
After payment
of special %
Before dividend change
Earnings per share (cents) 23,61 6,82 (71,1)
Net asset value
per share (cents) 329,41 216,93 (34,0)
Notes:
1. Extracted from the unaudited consolidated published results of Msauli for
the six months ended 30 June 2001.
2. Reflects the earnings and headline earnings per share that the Company
would have earned had payment of the special dividend of R6,451 million been
made to shareholders with effect 1 January 2001 and the earnings forfeited
as a result thereof. Sufficient assets are assumed to be disposed of to
provide for any cash shortfall in the payment of the special dividend.
Consequently, no interest income or cost is assumed to be earned or
incurred. Secondary Taxation on Companies arising on the declaration of the
dividend has been calculated at 12.5% of the dividend.
3. Reflects the effect on net asset value and net tangible asset value after
the payment of the special dividend. The net asset value before the payment
of the dividend has been determined excluding the non-distributable reserve
created in accordance with the Company's accounting policies relating to the
appropriation method of accounting.
The calculation of earnings, net asset value and net tangible asset value
per share is based on Msauli's issued share capital of 6 451 200 ordinary
shares, which were in issue during the full period used in the calculation
of the financial effects.
6. Conditions precedent to the delisting and the special dividend
The delisting and the special dividend is each separately conditional upon
the approval of shareholders being obtained at the general meeting referred
to in paragraph 8 below.
7. JSE listing
Subject to shareholder approval being obtained for the delisting, the JSE
has agreed to the listing of the shares of the Company on the JSE:
7.1 being suspended with effect from the commencement of trading on the JSE
on Monday, 11 March 2002;
7.2 being terminated with effect from the commencement of trading on the JSE
on Monday, 18 March 2002.
8. General meeting
A general meeting of the Company's shareholders ("the general meeting") will
be held at 10:30 on Wednesday, 27 February 2002 in the Auditorium, Ground
Floor, Everite House, 20 De Korte Street, Braamfontein, Johannesburg to
consider and, if deemed fit, to pass the ordinary resolutions necessary for
the delisting and the special dividend.
9. Important times and dates
As at the date of this announcement, the following important times and dates
are indicative and are subject to change. Notice of any such change will be
advised in the press.
2002
Last day to lodge form of proxy for the
general meeting, by 10:30 on Monday, 25 February
General meeting held at 10:30 on Wednesday, 27 February
Announcement giving outcome of general
meeting and confirming the last day to trade
in the shares of Msauli on the JSE and to be
recorded in the register of members of the
Company as a shareholder in order to be entitled
to the special dividend, expected to be
announced over the Stock Exchange News
Service and to be published in the
press on Thursday, 28 February
Last date on which documents of title to
shares in Msauli may be lodged for purposes of
dematerialisation on Friday, 1 March
Expected last day to trade in shares of Msauli
on the JSE and to be registered as a shareholder
in order to be entitled to receive the
special dividend on Friday, 8 March
Expected date on which listing of shares in
Msauli on the JSE suspended, from the
commencement of trade on Monday, 11 March
Expected record date for purposes of the
special dividend payment on Friday, 15 March
Expected date on which listing of shares in
Msauli on the JSE terminated, from the
commencement of trade on Monday, 18 March
It is expected that the special dividend, in South Africa Rand, will be made
available on Monday, 18 March 2002 through:
* posting of cheques directly to entitled shareholders of the Company owning
shares in certificated form; or
* credit of the bank accounts of entitled shareholders of the Company
(provided information in this regard is timeously received by the transfer
secretaries); or
* credit of the accounts of entitled shareholders of the Company with CSDP's
or brokers in those cases where shares have been dematerialised and are
managed by CSDP's or brokers.
10. Circular
A circular to shareholders providing full information on the proposed
delisting and special dividend and containing notice of the general meeting
is currently being prepared and, subject to the approval of the JSE, will be
posted to shareholders on or about 12 February 2002.
Johannesburg
6 February 2002
Corporate adviser and sponsor
PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Legal adviser
DENEYS REITZ
ATTORNEYS
Reporting accountants
PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers INC
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration number 1998/012055/21)
