| Wed 24 Apr 2002, 0:00 | | Unihold Limited - Salient Dates Announcement Rega |
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OF ARRANGEMENT
Unihold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/000216/06)
Share code: UHS ISIN: ZAE000007589
("Unihold")
SALIENT DATES ANNOUNCEMENT REGARDING THE PROPOSED SCHEME OF ARRANGEMENT
1. COURT ORDER TO CONVENE SCHEME MEETING
Further to the announcement dated 15 April 2002, Unihold shareholders are
advised that the High Court of South Africa (Witwatersrand Local Division)
("the Court") granted an Order on Tuesday, 23 April 2002 to convene a
meeting ("the scheme meeting") of Unihold shareholders, other than a
consortium of shareholders (comprising directors and senior management of
Unihold and the Unihold Incentive Trust) ("the Management Consortium"), to
consider and if deemed fit, approve, with or without modification, the
scheme of arrangement in terms of section 311 of the Companies Act, 1973
(Act 61 of 1973), as amended, ("the Act") proposed by Clidet No. 390
(Proprietary) Limited ("Clidet") between Unihold and its shareholders, other
than the Management Consortium, ("the scheme") in terms of which Clidet and
the Management Consortium will become the sole shareholders in Unihold.
In the event of the scheme not becoming operative for any reason, a
conditional substitute offer in terms of section 440K of the Act made by
Clidet to acquire all the Unihold shares held by Unihold shareholders, other
than the Management Consortium, will become effective ("the substitute
offer").
Unihold shareholders will, in terms of the scheme or the offer, as the case
may be, ("the proposal") receive:
- 280 cents in cash per Unihold share; plus
- interest calculated at the rate applicable to the R150 bond should
payment not be made by 31 May 2002. Interest shall accrue from 1 June 2002
up until the day prior to the operative date of the proposal at the R150
bond rate applicable at the close of business on 31 May 2002; less
- the amount of any dividend per Unihold share which is declared by
Unihold after 27 March 2002 and is paid to shareholders recorded in the
register on or before the operative date of the proposal.
2. SALIENT DATES AND TIMES RELATING TO THE IMPLEMENTATION OF THE SCHEME
2002
Last day to trade Unihold shares on the
JSE Securities Exchange South Africa ("JSE")
in order to be able to vote at the scheme
meeting (see note 1 below) Thursday, 9 May
Record date in order to vote at the scheme meeting Thursday, 16 May
Last day to lodge forms of proxy for the
scheme meeting (by 11:00) Friday, 17 May
Scheme meeting held (at 11:00) Monday, 20 May
Publish results of scheme meeting Wednesday, 22 May
Court hearing to sanction the scheme Tuesday, 28 May
Publish results of Court hearing Thursday, 30 May
Expected last day to trade Unihold shares on
the JSE in order to be recorded in the register
of Unihold shareholders on the record date Friday, 7 June
Expected date of suspension of Unihold's listing
on the JSE from the commencement of business Monday, 10 June
Expected record date to determine participation in
the scheme by the close of business Friday, 14 June
Expected operative date of the scheme at the
commencement of business Tuesday, 18 June
Expected date from which the scheme consideration
cheques will be posted or electronically transferred
to certificated scheme participants, depending on
their election, (if documents of title are received
on or prior to Friday, 14 June 2002)or, failing such
receipt, within five business days of documents of
title being received by the transfer secretaries Tuesday, 18 June
Dematerialised scheme participants will have the
Scheme consideration credited to them in terms
of the custody agreements entered into between
the dematerialised scheme participants and their
CSDP's or brokers Tuesday, 18 June
Expected date of termination of Unihold's listing
on the JSE from the commencement of business Wednesday, 19 June
Notes:
1. Unihold shareholders should note that as Unihold is now trading in the
Share Transactions Totally Electronic ("STRATE") environment, settlement for
trades takes place five business days after the last day to trade.
Therefore, Unihold shareholders who acquire Unihold shares after the last
day to trade Unihold shares in order to be recorded in the register of
Unihold shareholders by the record date for the scheme meeting, being
Thursday, 16 May 2002, will not be eligible to vote at the scheme meeting.
2. If a form of proxy for the scheme meeting is not received by the time
and date shown above, it may be handed to the chairman of the scheme meeting
by no later than 10 minutes before the scheme meeting is due to commence.
3. Dematerialised scheme members who do not have "own name" registration
should in accordance with their relevant custody agreement, timeously inform
their Central Securities Depository Participant ("CSDP") or broker of their
intention to attend and vote at the scheme meeting or be represented by
proxy thereat in order for their CSDP or broker to issue them with the
necessary authorisation to do so, or alternatively, should they not wish to
attend the scheme meeting in person, timeously provide their CSDP or broker
with their voting instruction in order for their CSDP or broker to vote in
accordance with their instruction at the scheme meeting.
4. No dematerialisation or rematerialisation of Unihold shares will take
place after Friday, 31 May 2002 (provided that the Court has sanctioned the
scheme).
5. Any change to the above dates and times will be agreed upon by Clidet
and Unihold, and approved by the JSE, and Unihold shareholders will be
advised by notification on the Stock Exchange News Service ("SENS") and in
the press (Business Day and Beeld).
6. All times indicated above are South African times.
7. If the scheme does not become operative and, therefore, the substitute
offer becomes effective, the dates and times applicable to the substitute
offer will be published on SENS and in the press (Business Day and Beeld).
3. FINANCIAL EFFECTS
The table below sets out the pro forma effects of the proposal, on the
attributable earnings, net asset value and market value per Unihold share,
and is based on the assumptions set out below:
3.1 For the 15-month period ended 30 September 2001
Pro forma Increase/
Before After (Decrease)
(cents) (cents) (%)
Headline earnings (12,3)(1) 31,5(2) 356,1
Earnings 54,0(1) 31,5(2) (41,7)
Net asset value 155,6(1) 280(3)(5) 79,9
Net tangible asset value (47,3)(1) 280(3)(5) 692,0
3.2 Market value (source: I-Net)
Pro forma
Before After Increase
(cents) (cents) (%)
Closing price 210(4) 280(5) 33,3
30-day volume weighted average 177(6) 280(5) 58,2
60-day volume weighted average 176(6) 280(5) 59,2
90-day volume weighted average 173(6) 280(5) 61,8
Assumptions:
(1) The headline earnings and earnings per share and net asset value per
share in the "Before" column are based on the published audited financial
results of Unihold for the 15-month period ended 30 September 2001.
(2) The headline earnings and earnings per share in the "Pro forma -
After" column reflect the earnings on the cash received in terms of the
proposal assuming the cash was invested for a full 15 months from 1 July
2000 and based on an after-tax return on cash invested of 9,0%.
(3) The net asset value per share in the "Pro forma - After" column is
based on the assumption that the proposal had been effective on 30 September
2001 and assumes the cash received in terms of the proposal was received by
Unihold shareholders on that date.
(4) The market value per share is based on the closing price of Unihold
shares on the JSE on 27 March 2002, being the day before the initial
announcement of the proposal by Clidet was published on SENS.
(5) All calculations are based on the scheme consideration and, if
applicable, the offer consideration, being 280 cents per Unihold share.
(6) The 30, 60 and 90 day volume weighted average closing price market
values per share are based on the respective periods up to 27 March 2002,
being the day before the initial announcement of the proposal by Clidet was
published on SENS.
4. DOCUMENTATION
A circular, containing full details of the proposal and the notice
convening the scheme meeting, which has been approved by the JSE and the
Securities Regulation Panel, will be posted to Unihold shareholders today.
Johannesburg
25 April 2002
Sponsor to Unihold
Bridge Capital Services (Pty) Limited
(Registration number 1998/016301/07)
(A sponsor registered with
the JSE Securities Exchange South Africa)
Attorneys to Unihold
Werksmans Incorporated
(Registration number 1990/007215/21)
Merchant bank to Clidet
ABSA CORPORATE AND MERCHANT BANK
Corporate Finance
(Registration number 1986/004794/06)
Attorneys to the scheme
Cliffe Dekker Fuller Moore Inc
(Registration number 1998/018173/21)
