| Thu 27 Jun 2002, 0:00 | | Astral Foods Limited: Odd-lot Offer |
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ASTRAL FOODS LIMITED: Odd-lot offer
STRAL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1978/003194/06)
JSE Share code: ARL ISIN: ZAE000029757
("Astral Foods")
Odd-lot offer
1. Introduction
There are currently 5 856 out of 8 087 registered shareholders in Astral
Foods, being 72,4% of the total number of shareholders, who hold fewer than
100 shares ("odd-lot holders"). These odd-lot holders hold approximately 83
286 shares which constitutes only 0,19% of the total number of shares in
issue. In order to reduce the substantial recurring costs of administration
connected with this large number of small shareholders, the board of
directors of Astral Foods has proposed the implementation of an odd-lot
offer ("the odd-lot offer") to facilitate the reduction in the number of
small shareholders in Astral Foods in an equitable manner.
2. Odd-lot offer
All shareholders who hold, individually, in aggregate fewer than 100
shares, at the close of business on Thursday, 8 August 2002, will be
afforded the opportunity to participate in the odd-lot offer. The odd-lot
offer will be implemented on the basis that the odd-lot holders may, up to
close of business on Tuesday, 6 August 2002, elect either to:
- purchase sufficient additional shares at the offer price of R13,39 per
share to increase their odd-lot holdings to 100 shares ("the purchase
alternative"); or
- sell their odd-lot holdings to Astral Foods at R14,06 per share, being
the offer price inclusive of a 5% premium ("the cash alternative"); or
- retain their odd-lot holdings.
The offer price of R13,39 per share has been determined by using the
volume weighted average traded price of the shares on the JSE Securities
Exchange South Africa ("JSE") over the five trading days ended Friday, 14
June 2002.
If an odd-lot holder does not elect, on or before close of business on
Tuesday, 6 August 2002, to accept the purchase alternative, the cash
alternative or to retain its odd-lot holding, such odd-lot holder shall be
deemed to have agreed to sell its odd-lot holding to Astral Foods which odd-
lot holding will be sold at R14,06 per share, being the offer price
inclusive of a 5% premium.
3. Condition precedent
The implementation of the odd-lot offer is subject to the fulfilment of
the condition precedent that the ordinary and special resolutions contained
in the notice of general meeting, which will be posted on 1 July 2002
together with the circular, are duly passed, and that the special
resolutions are registered by the Registrar of Companies.
4. Salient dates and times
2002
Election period for the odd-lot offer opens on Monday, 1 July
Forms of proxy for the general meeting of shareholders to
be received by the transfer secretaries by 09:30 on Monday, 22 July
General meeting of shareholders to be held at 09:30 on Wednesday, 24 July
Results of general meeting and finalisation announcement
published on Thursday, 25 July
Last day to trade in order to participate in the
odd-lot offer Thursday, 1 August
Election period for the odd-lot offer closes on
close of business on Tuesday, 6 August
Form of election for the odd-lot offer to be received
by close of business on Tuesday, 6 August
Record date to determine those shareholders entitled to
participate in the odd-lot offer at the
close of business on Thursday, 8 August
Implementation of the odd-lot offer takes effect after
close of business on Thursday, 8 August
Results of the odd-lot offer published on Monday, 12 August
New share certificates (if requested) posted and
cheques/electronic transfers in respect of certificated
shareholders posted/effected against surrender of
existing documents of title, and safe custody accounts
debited/credited and updated at CSDP/broker in
respect of dematerialised shareholders, on Monday, 12 August
Notes:
1. The above dates and times are subject to change. Any changes will be
published in the South African press and over SENS.
2. Odd-lot holders who have not dematerialised their shares will not be able
to do so between 26 July 2002 and 8 August 2002, both dates inclusive.
3. Shareholders who have dematerialised their shares with a Central
Securities Depository Participant ("CSDP") or broker should advise their
CSDP or broker as to what action they wish to take in terms of the agreement
entered into between them and the CSDP or broker by close of business on
Tuesday, 6 August 2002.
5. Effect on Astral Foods` share capital
The potential specific repurchase of shares and issue of new shares for
cash under general authority by Astral Foods as a result of the odd-lot
offer will have no material effect on Astral Foods` share capital.
6. Financial effects
The odd-lot offer and the potential specific repurchase of shares by
Astral Foods and the potential issue of new shares for cash under general
authority by Astral Foods are not expected to have any material effect on
the earnings and headline earnings per share or on the net asset value and
net tangible asset value per share of Astral Foods. The financial effect is
expected to be less than 1% in all respects.
7. Confirmation of financial resources
ING Investment Banking has satisfied the JSE that Astral Foods will have
the necessary resources available to satisfy full acceptance of the odd-lot
offer.
8. General meeting
The general meeting of shareholders will be held at Astral Foods, Block
E, Castle Walk Office Park, Erasmuskloof, Pretoria at 09:30 on Wednesday, 24
July 2002, at which meeting the ordinary and special resolutions required to
implement the odd-lot offer will be proposed for consideration and, if
deemed fit, approval.
9. Circular
A circular to Astral Foods shareholders containing details of the odd-lot
offer, notice of general meeting, a form of proxy, a form of election and a
form of surrender, will be posted to shareholders on Monday, 1 July 2002.
Pretoria
28 June 2002
Financial adviser and sponsor
ING Investment Banking
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & consultants
(Registration number 1999/026464/07)
Date: 27/06/2002 05:15:17 PM Produced by the SENS Department
