| Fri 8 Feb 2002, 0:00 | | Mathomo - Proposed Terms Of The Rights Offer And C |
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Mathomo Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1995/004783/06)
Share code: MTO ISIN: ZAE000010542
("Mathomo" or "the Company")
PROPOSED TERMS OF THE RIGHTS OFFER AND CONSOLIDATION
1. INTRODUCTION
Further to the announcements dated 23 January 2002 and 1 February 2002, the
Board of Directors of Mathomo ("the Board") is pleased to announce the terms
of the proposed rights offer and the consolidation of Mathomo ordinary
shares of 0,1 cent each ("Mathomo shares").
2. THE RIGHTS OFFER
2.1 Terms of the rights offer
The Board has resolved to proceed with the rights offer on the following
terms:
Amount to be raised (before expenses) R19 960 436
Number of new shares to be issued ("rights shares") 399 208 733
Issue price per rights share 5 cents
Ratio of the rights offer 550 rights shares
for every 100
Mathomo
shares held
Only whole numbers of shares will be issued and as a result shareholders
will only be entitled to rounded whole numbers of shares once the ratio of
the rights offer has been applied.
The rights shares to be issued in terms of the rights offer will rank pari
passu with the Mathomo shares that are currently in issue.
2.2 Reason for the rights offer
The rights offer is an integral element of the restructuring of the Company.
The proceeds of the rights offer will be utilised to reduce the Company's
debt and to provide working capital facilities for future operations.
2.3 Underwriting
The Standard Bank of South Africa Limited ("Standard Bank") has agreed to
underwrite the rights offer and no underwriting fee is payable in this
regard. The underwriting agreement is subject to the conditions precedent
set out in paragraph 2.8 below.
2.4 Undertakings
Mineworkers Investment Company (Proprietary) Limited ("MIC"), which owns
34,5% of the issued share capital of Mathomo and Charne Investments
(Proprietary) Limited and related parties, which own 16,5% of the issued
share capital of Mathomo, have undertaken to vote in favour of the
resolutions necessary to increase the authorised share capital of the
Company and to implement the rights offer.
MIC has also irrevocably undertaken to follow its rights in terms of the
rights offer and to apply for additional shares, in excess of its
entitlement, in order to take up 35% of the shares issued pursuant to the
rights offer. This will result in MIC following its rights in the amount of
approximatelyR7 million, thereby increasing its stake in the Company to
34,9%.
2.5 Waiver of mandatory offer
The underwriting of the rights offer may result in Standard Bank owning more
than 35% of the Company if shareholders, other than MIC, elect not to follow
their rights. In this event, and given the current financial position of the
Company, the Securities Regulation Panel ("SRP") has ruled that Standard
Bank shall not be obliged to make a mandatory offer to shareholders.
2.6 Listing on the JSE
An application will be made to the JSE Securities Exchange South Africa
("JSE") for a listing of the renounceable (nil paid) letters of allocation
and the rights shares.
2.7 Pro forma financial effects
The table below sets out the pro forma financial effects of the rights offer
on the headline earnings per share ("HEPS"), earnings per share ("EPS") and
net asset value ("NAV") per share of Mathomo.
Before the Pro forma Percentage
rights offer(1) after the rights offer change
HEPS (cents) (39,3) (5,4) (2) 86,1
EPS (cents) (71,7) (10,4) (2) 85,5
NAV per share (cents) (9,7) 2,8 (3) 128,4
Notes:
1. The HEPS, EPS and NAV, before the rights offer, have been extracted from
the financial results for the year ended and as at 30 September 2001 and
have been calculated based on 72 583 406 Mathomo shares in issue throughout
the period.
2. The pro forma HEPS and EPS, after the rights offer, have been calculated
based on 471 792 139 shares in issue throughout the period, assuming that
the rights offer was implemented on 1 October 2000 and the proceeds thereof
were used to settle liabilities bearing interest at an average rate of 14,2%
over the period.
3. The pro forma NAV per share, after the rights offer, has been calculated
based on 471 792 139 shares in issue, assuming that the rights offer was
implemented on 30 September 2001.
2.8 Conditions precedent to the rights offer
The implementation of the rights offer is subject to the fulfilment of
certain conditions precedent, which include:
* Mathomo shareholders approving an increase in the authorised share capital
of the Company and all other resolutions necessary to effect the rights
offer;
* the approval of the JSE and its granting of a listing for the renounceable
(nil paid) letters of allocation and the 399 208 733 rights shares to be
issued pursuant to the rights offer;
* the approval of the SRP;
* the approval of the South African Reserve Bank;
* the approval of the Registrar of Banks;
* the registration of the rights offer and related documents and the
necessary special resolutions by the Registrar of Companies; and
* the implementation of the rights offer by 30 April 2002.
2.9 Important dates and times for the rights offer
The important dates and times pertaining to the rights offer will be
announced in due course. Shareholders are advised that they will not be able
to dematerialise their Mathomo shares during certain forthcoming periods.
Should certificated shareholders wish to trade in their Mathomo shares, or
the renounceable (nil paid) letters of allocation that they will receive
pursuant to the rights offer, they are advised to dematerialise their shares
as soon as possible.
3. THE CONSOLIDATION
3.1 Terms of the consolidation
The Board has proposed to consolidate the share capital of the Company on a
ten for one basis after the implementation of the rights offer ("the
consolidation"). Assuming shareholders approve the resolution to implement
the consolidation, shareholders whose shareholdings are not whole multiples
of ten will have their shareholdings rounded to the nearest unit, and
accordingly, fractions of shares will not be paid out.
3.2 Conditions precedent to the consolidation
The consolidation is subject to the following conditions precedent:
* Mathomo shareholders approving an increase in the authorised share capital
of the Company;
* Mathomo shareholders approving the consolidation;
* the approval of the JSE; and
* the registration of the necessary special resolutions by the Registrar of
Companies.
3.3 Listing on the JSE
An application has been made to the JSE to amend the listing of Mathomo
shares in order to take account of the consolidation.
3.4 Important dates and times for the consolidation
The consolidation will be effected following the implementation of the
rights offer. The important dates and times pertaining to the consolidation
will be announced in due course.
4. GENERAL MEETING
A general meeting of shareholders will be held at 09:00 on Wednesday, 27
February 2002, in the Boardroom, Mathomo House, 14 Prolecon Road, Prolecon,
Johannesburg, 2001, at which shareholders will be asked to consider and, if
deemed fit, approve resolutions to:
* increase the authorised share capital of the Company;
* place the unissued shares under the control of the Board;
* consolidate the authorised and issued shares of the Company on a ten for
one basis; and
* amend the Company's Articles of Association.
5. CIRCULARS
A circular incorporating a notice convening a general meeting of
shareholders to vote on the resolutions referred to in paragraph 4 above,
was posted to shareholders on 1 February 2002.
A circular providing further details relating to the rights offer and
consolidation and incorporating revised listing particulars, a renounceable
(nil paid) letter of allocation and a form of surrender will, subject to the
approvals of the JSE and SRP, be posted to Mathomo shareholders on or about
18 March 2002.
Johannesburg
8 February 2002
Merchant bank and sponsor
SCMB
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Attorneys to Mathomo
Feinsteins Attorneys
(Levy, Feinsteins & Associates Inc)
(Registration number 1995/001716/21)
Reporting accountants
Fisher Hoffman PKF (Jhb) Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration number 1994/001166/21)
Underwriter
The Standard Bank of South Africa Limited
Incorporated in South Africa
(Registration number 1962/000738/06)
Attorneys to the underwriter
Prinsloo, Tindle & Andropoulos Inc. Attorneys
Debt adviser
CMS
