| Thu 2 May 2002, 0:00 | | Women Investment Portfolio Holdings Limited: The D |
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Women Investment Portfolio Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/001291/06)
JSE Share code: WPH ISIN: ZAE000017752
("Wiphold" or "the company")
The distribution of cash to Wiphold shareholders, the unbundling of
Wiphold's remaining interest in Alexander Forbes Limited and the amendment
of the Articles of Association of Wiphold
1. Introduction
At the general meeting held on 17 July 2001, Wiphold shareholders passed a
resolution approving the disposal of Wiphold's investment in Alexander
Forbes Limited ("Alexander Forbes"). The disposal of the Alexander Forbes
investment is part of Wiphold's strategy of transforming itself from an
investment trust into an operational financial services group, by selling
non-core listed and unlisted investments and utilising the proceeds to
acquire or consolidate financial services businesses whose activities are
complementary to those of the Wiphold group. It was also agreed with
shareholders that, should Wiphold not succeed in identifying a suitable
strategic investment for acquisition or should relevant transactions not
require all of the cash realised from the sale of the Alexander Forbes
shares, then the cash would be returned to shareholders. To date, Wiphold
has sold 7 014 877 Alexander Forbes shares at an average price of R15,81 per
share, realising R110 912 497. Wiphold has investigated a number of possible
transactions, but has not been able to bring to fruition, in the time
available, any suitable transactions. In accordance with the undertaking
given to shareholders, the directors of Wiphold propose to return the
proceeds from the sale of the Alexander Forbes shares ("the cash
distribution"), as well as Wiphold's residual holding of Alexander Forbes
shares ("the unbundling") (collectively, "the distributions") to Wiphold's A
ordinary and B ordinary shareholders ("participating shareholders"). The
cash distribution and the unbundling will be effected by way of a payment to
shareholders in terms of section 90 of the Companies Act, 1973 (Act 61 of
1973), as amended ("the Companies Act"), by reducing Wiphold's share premium
account.
The total value of the distributions to participating shareholders is
estimated to be approximately 186,3 cents per Wiphold share, which comprises
the cash distribution of 82,2 cents per Wiphold share and the unbundling
consideration of 104,1 cents per Wiphold share (calculated on the Alexander
Forbes share price on the JSE Securities Exchange South Africa ("JSE") at 18
April 2002 ("the last practicable date") of R15,15).
2. Details of the distributions
2.1 Cash distribution
The directors propose to distribute to participating shareholders the full
proceeds of R110 912 497 realised from the sale of 7 014 877 Alexander
Forbes shares. Participating shareholders registered as such at the close
of business on Friday, 14 June 2002 ("the record date") will receive cash of
82,2 cents per Wiphold share.
2.2 Unbundling of Alexander Forbes shares
Wiphold has 9 275 448 Alexander Forbes shares that remain unsold. The
directors propose to unbundle 9 269 817 Alexander Forbes shares to
participating shareholders. Participating shareholders in South Africa and
foreign jurisdictions, not including the United States of America, Canada,
Australia, Japan or France, will receive 6,87 Alexander Forbes shares per
100 Wiphold shares held on the record date.
3. Financial effects of the distributions
Set out below are the pro forma effects of the distributions on net asset
value and earnings for participating shareholders:
After
Unbundling
Per Cash of
Wiphold Distri- Alexander
Before(1) share bution(2) Forbes(2) Total Change
Net asset value
per share (cents) 540,8 354,5 82,2 104,1 540,8 -
Net tangible asset
value per share
(cents) 505,9 319,6 82,2 104,1 505,9 -
Earnings per share
(cents) 1,8 (2,9) 2,7 2,0 1,8 -
Headline earnings
per share (cents) (0,1) (4,8) 2,7 2,0 (0,1) -
Notes:
1. The "Before" figures for earnings per share and headline earnings per
share are based on Wiphold's interim results for the six months ended 31
August 2001. The "Before" figures for net asset value per share and net
tangible asset value per share are based on Wiphold's interim results with
adjustments made to investments and reserves to:
- restate the value of the Alexander Forbes shares to be unbundled at
market value as at the last practicable date; and
- restate the value of the Alexander Forbes shares sold at the aggregate
price realised from the sale thereof of R110 912 497.
2. The effects on net asset value per share and earnings per share accruing
to participating shareholders have been calculated on the assumptions that:
- participating shareholders receive a cash distribution of 82,2 cents per
share;
- participating shareholders are able to re-invest the cash distribution
at an after tax return of 6,5% per annum;
- the unbundling consideration has been calculated based on the market
value of the Alexander Forbes shares on the JSE at the last practicable
date, of R15,15; and
- participating shareholders receive dividends on the Alexander Forbes
shares unbundled to them.
4. Amendments to the Articles of Association of Wiphold ("Articles")
The directors propose to amend the Articles to give effect to the following:
- to clarify the right of the directors to reduce the company's share
capital, stated capital, share premium account or any capital redemption
reserve fund without the approval of the company in general meeting, unless
such approval is a requirement of the Companies Act, the Articles or the
JSE;
- to replace the Articles dealing with payments, dividends and the buyback
of shares with more detailed provisions; and
- to limit the right of Wiphold's C deferred shares to participate in
capital distributions in order to prevent any dilution in the economic
rights of Wiphold's A ordinary and B ordinary shares.
5. Important dates and times
The table below sets out the important dates and times relating to the
proposed distributions:
2002
Circular and notice of general meeting posted to
shareholders on Friday, 3 May
Last day to submit forms of proxy to the company's
registered office, by 10:00 on Friday, 24 May
General meeting of shareholders at 10:00 on Monday, 27 May
Results of the general meeting published in the
press and on the Stock Exchange News Service
("SENS") on Tuesday, 28 May
Last date to trade in Wiphold shares
(cum distributions) on Friday, 7 June
First date to trade in Wiphold shares
(ex distributions) on Monday, 10 June
Record date to participate in the distributions on Friday, 14 June
Cash distribution made to shareholders on Tuesday, 18 June
Share certificates in respect of the unbundling
posted to certificated shareholders or safe
custody accounts with Central Securities
Depository Participant or broker credited on Tuesday, 18 June
Share certificates may not be dematerialised or
re-materialised from Monday, 3 June 2002 to
Friday, 14 June 2002, both dates inclusive.
The above dates and times are subject to change. Any change to the above
dates and times will be advised by notification in the press and on SENS.
6. Condition precedent
The distributions are conditional upon shareholders approving the special
resolution that is required in order to amend the economic rights of the C
shares. The amendment has already been approved by the Trustees of the
Wiphold Investment Trust, which is the holder of all the issued C shares.
7. Prospects
Based on the performance of Wipcapital (Proprietary) Limited ("Wipcapital")
since its inception, the minimum return that was anticipated when Wipcapital
was set up will not eventuate by 1 September 2002. As a result, it has been
agreed that Thembekile Limited will dispose of its interest in Wipcapital to
Wiphold for R20 000 (being the par value of the shares concerned).
Consequently, Wipcapital will become a wholly-owned subsidiary of Wiphold.
The distributions constitute approximately one third of the net asset value
of the Wiphold group. After the distributions, the Wiphold group will have
as its main asset its 100% interest in Wipcapital.
The company remains committed to the empowerment of women while actively
striving towards the delivery and maximization of shareholder value.
Aggressive marketing initiatives currently underway, coupled with an
expected general increase in deal flow should, it is hoped, lead to an
improvement in the company's advisory fee income stream. Wipcapital's
balance sheet will continue to be deployed into its funds management
businesses and into appropriate acquisitions, such as the recent acquisition
of an interest in Futuregrowth Asset Management (Proprietary) Limited.
8. Documentation and general meeting
A circular setting out full details of these proposals and including a
notice of general meeting of Wiphold shareholders to be held at 10:00 on
Monday, 27 May 2002, will be mailed to shareholders today.
Johannesburg
3 May 2002
Corporate adviser and joint sponsor
Wipcapital (Proprietary) Ltd
(Registration number 1997/021195/07)
Lead sponsor
ENF Sponsors (Pty) Ltd
(Registration number 2000/027636/07)
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & consultants
(Registration number 1999/026464/07)
Reporting accountants
Deloitte & Touche Chartered Accountants (SA)
Registered accountants and auditors
