| Fri 3 May 2002, 0:00 | | Million Air Charter Limited: Detailed Rights Offer |
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MILLION AIR CHARTER LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/000092/06)
Share code: MLL ISIN: ZAE000017810
("MillionAir" or "the company")
DETAILED RIGHTS OFFER ANNOUNCEMENT
Introduction
Shareholders are referred to the cautionary announcements published on 6
December 2001, 13 January, 18 February and 5 April 2002. The directors have
resolved, subject to the required approval from the Registrar of Companies
to raise R10 065 000 by way of a rights offer of new MillionAir ordinary
shares of 0,000005 cents each to MillionAir shareholders recorded as such at
the close of trading on the JSE Securities Exchange South Africa ("JSE") on
the record date Friday, 24 May, 2000 ("the rights offer").
The purpose of the rights offer
The purpose of the rights offer is to repay a portion of the company's
debt, which was incurred to acquire three McDonnell Douglas DC9-32 aircraft
("the acquisition"). Sun Air 2001 (Proprietary) Limited which is 50 per cent
owned by MillionAir, is a domestic schedule between Lanseria and Cape Town,
which leases two DC9-32 aircraft from MillionAir on an ACMI basis. The
acquisition was financed through the company's normal banking facilities
supported by guarantees provided by the company's controlling shareholders.
Salient terms of the rights offer
Number of shares offered 33 550 000
Ratio of entitlement 50 new MillionAir ordinary shares
ranking pari passu with the issued
MillionAir ordinary shares for every
100 ordinary shares held
Rights offer price per share 30 cents
Total amount to be raised,
before expenses R10 065 000
Number of shares in issue,
after the rights offer 100 650 000
The number of new MillionAir ordinary shares to which shareholders will
become entitled will be determined by the above ratio of entitlement with
the odd lots being determined in accordance with a table of entitlement to
be provided in the circular. The right to subscribe for the rights issue
shares shall lapse if not validly exercised by 14:30 on Friday, 14 June
2002.
Listing of MillionAir ordinary shares and letters of allocation on the JSE
Application has been made to the JSE for:
* the 33 550 000 renounceable (nil paid) letters of allocation to be issued
pursuant to the rights offer from the commencement of trading on Monday, 20
May 2002 until the close of business on Friday, 7 June 2002; and
* the 33 550 000 new MillionAir ordinary shares to be issued in terms of the
rights offer from the commencement of trading on Monday, 10 June 2002.
Salient dates and times
2002
Last day to trade in order to settle by the record date and
hence qualify to participate in the rights offer
(cum entitlement) on Friday, 17 May
Listing of letters of allocation on the JSE from the
commencement of business on Monday, 20 May
Shares commence trading ex rights on the JSE on Monday, 20 May
Record date for the rights offer at the close of business on Friday, 24 May
Rights offer opens at 09:00 on Monday, 27 May
Last day for trading in letters of allocation on the JSE
in order to settle by Friday, 14 June 2002 on Friday, 7 June
Listing of new MillionAir shares on the JSE from the
commencement of business on Monday, 10 June
Rights offer closes at 14:30 and payment to be made by
certificated shareholders on Friday, 14 June
Record date for letters of allocation on Friday, 14 June
Refund cheques, if applicable, in respect of unsuccessful
excess applications, by certificated shareholders,
posted on Tuesday, 18 June
Entitlements in terms of the rights offer
available/posted on Tuesday, 18 June
Central Securities Depository Participant ("CSDP")
accounts credited with shares and debited with payment on Tuesday, 18 June
Underwriter to settle any amounts owing in terms of the
underwriting agreement on Tuesday, 18 June
Results of rights offer announced on Stock Exchange
News Service ("SENS") and in the press on or about Tuesday, 18 June
Notes:
1. There will be no rematerialisation or dematerialisation from Monday, 13
May 2002 to Friday, 24 May 2002, both days inclusive.
2. JSE approval on the above dates is still to be obtained. Should any
changes occur, these will be announced on SENS and in the press.
Underwriting
The rights offer has been fully underwritten by King Air Services in terms
of the underwriting agreement, which became unconditional and irrevocable on
Monday, 29 April 2002.
Conditions precedent
The rights offer is conditional on the registration by the Registrar of
Companies of the rights offer documents.
Documentation
A circular containing full details of the rights offer ("the circular") will
be posted to the ordinary shareholders who are entitled to participate in
the rights offer on or about Monday, 27 May 2002. A letter of allocation in
documentary form will be included with the circular sent to shareholders who
have not dematerialised their MillionAir shares.
Copies of the circular, in English, will be available during normal business
hours (Saturdays, Sundays and public holidays excepted) from Monday, 27 May
2002 at:
* the registered offices of the company, Main Terminal Building, Lanseria
Airport; and
* the company's transfer secretaries, Computershare Services Limited, 7th
Floor, 11 Diagonal Street, Johannesburg, 2001.
Dematerialisation
Dematerialised shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the offer in the manner and time
stipulated in the agreement governing the relationship between the
shareholder and his/her CSDP or broker.
Payment for any take-up and application for excess shares by
dematerialised shareholders will be made on a delivery versus payment basis.
Johannesburg
3 May 2002
Sponsor and Merchant Bank
Sasfin Bank Limited
(Registration number 1951/002280/06)
Attorneys
Webber Wentzel Bowens
Auditors
Taback Pelkowitz & Berman
