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IFAnet Limited - Issue Of Shares To Arcay, Delisting And Offer To Minorities
IFAnet Limited
(Incorporated in the Republic of South Africa)
(Registration number 1995/006144/06: ISIN: ZAE 000035762: Share Code: IFA)
("IFAnet" or "the Company")
ISSUE OF SHARES TO ARCAY, DELISTING AND OFFER TO MINORITIES
LPC Manhattan is authorised to announce the following:
1. Issue of shares to Arcay
At a general meeting of the company held on 15 January 2002, shareholders
approved a resolution in terms of which, if IFAnet failed to make the agreed
repayments on the loan of R2 500 000 from Arcay Group Limited ("Arcay"), Arcay
became entitled to the issue at par of 7 993 235 364 new ordinary shares with a
nominal value of 0.0001 cent each. IFAnet has been unable to make such payments
and accordingly, Arcay has caused the issue of 7 993 235 364 shares in the
company at a price of 0.0001 cents each for a total consideration of R7 993.24.
Together with the 84 000 000 shares in the company already owned by Arcay, these
shares constitute Arcay as a 90% shareholder in IFAnet. At the same general
meeting, shareholders waived their right to an offer in terms of Rule 8.7 of the
Code on Takeovers and Mergers ("the Code"). Despite this waiver, Arcay has
decided to make an offer to minority shareholders as detailed more fully in
paragraph 3. below.
2. Delisting
IFAnet is in the process of agreeing a compromise with creditors which, it is
expected, will leave the company nominally solvent. However, the financial
position is such that the directors have determined that a listing is no longer
justified and will ask shareholders to approve in general meeting the
resolutions necessary to delist the company. A further announcement with
relevant dates will be made once these can be established.
3. Offer to minorities
Despite the waiver of their right to an offer by minorities, Arcay will make an
offer to minority shareholders for their shares in IFAnet. Arcay will make this
offer so as to comply with the revised Listings Requirements of the JSE
Securities Exchange South Africa regarding delistings and because it will
improve Arcay`s own shareholder spread. Arcay will accordingly offer IFAnet
minority shareholders a consideration of 0.0025 cents per share to be satisfied
by the issue, at 50 cents per share, of Arcay shares in the ratio of 1 new Arcay
share for every 20 000 IFAnet shares held ("the offer") and will invoke the
terms of Section 440K of the Company`s Act, if necessary, to force acceptance by
all shareholders. A further announcement will be made once dates are available.
4. Outlook for IFAnet
Agreement has been reached for Arcay to sell its entire holding of IFAnet
shares, after the offer has been made, to Ligurian Investment Holdings Limited
("Ligurian"), for a consideration of 0.0001 cents per share. Ligurian will
recapitalise the company.
5. Circular and general meeting
A circular concerning the above, which will include a notice of general meeting
at which shareholders will be asked to approve the resolutions necessary to give
effect to the delisting, is in the course of preparation and will be mailed to
shareholders within 30 days. The company`s listing on the JSE will remain
suspended.
Houghton
31 July 2002
Sponsor
LPC Manhattan
Date: 31/07/2002 04:34:25 PM Produced by the JSE SENS Department
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