| Fri 30 Aug 2002, 0:00 | | Tiger Brands - Odd-lot Offer |
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Tiger Brands - Odd-Lot Offer
Tiger Brands Limited
(Incorporated in the Republic of South Africa)
(Registration number 1944/017881/06)
(Share code:TBS ISIN: ZAE000023560)
(Share code:TBSP ISIN: ZAE000023578)
("Tiger Brands")
Odd-lot offer
1. Introduction
There are currently 3 918 out of 11 865 registered ordinary shareholders in
Tiger Brands, being 33,0% of the total number of ordinary shareholders, who hold
fewer than 100 ordinary shares ("odd-lot holders"). These odd-lot holders hold
approximately 110 951 ordinary shares which constitutes only 0,07% of the total
number of ordinary shares in issue. In order to reduce the substantial recurring
costs of administration connected with this large number of odd-lot holders, the
board of directors of Tiger Brands has proposed the implementation of an odd-lot
offer ("odd-lot offer") to facilitate the reduction in the number of odd-lot
holders in Tiger Brands in an equitable manner.
Tiger Brands values the interests of all its ordinary shareholders. A
significant number of odd-lot holders have derived their odd-lot holdings as a
consequence of the various unbundlings that have taken place, by its then
controlling shareholders, and thus there are many ordinary shareholders who have
not consciously purchased Tiger Brands` ordinary shares. Odd-lot holders are
urged to carefully review their options contained in this odd-lot offer.
2. ODD-LOT OFFER
All ordinary shareholders who hold, individually, in aggregate fewer than 100
ordinary shares ("odd-lot holdings") at the close of business on Friday, 25
October 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 16:00 on Friday, 25 October 2002, elect either to:
- purchase sufficient additional ordinary shares from Tiger Brands at the offer
price of R67,23 per ordinary share to increase their odd-lot holdings to 100
ordinary shares ("the purchase alternative"); or
- sell their odd-lot holdings to Tiger Brands at R70,60 per ordinary share,
being the offer price plus a 5% premium ("the cash alternative"); or
- retain their odd-lot holdings.
The offer price of R67,23 per ordinary share has been determined by using the
volume weighted average traded price of the ordinary shares on the JSE
Securities Exchange South Africa ("JSE") over the five trading days ended
Friday, 23 August 2002 (being the last practicable date).
If an odd-lot holder does not elect, on or before 16:00 on Friday, 25 October
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 Tiger Brands, which odd-lot holding will be sold at R70,60
per ordinary share, being the offer price plus a 5% premium.
Transaction costs (including stamp duty) will not be for the account of the odd-
lot holder, but will be paid by Tiger Brands.
3. CONDITIONS PRECEDENT
The implementation of the odd-lot offer is subject to the fulfilment of the
conditions precedent that the ordinary and special resolutions contained in the
notice of general meeting, which will be posted to ordinary shareholders on 2
September 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, 2 September
Forms of proxy or response for the general
meeting of ordinary shareholders to be
received by the transfer secretaries
by 14:30 on Friday, 4 October
General meeting of ordinary shareholders
to be held at 14:30 on Tuesday, 8 October
Results of general meeting and finalisation
announcement released on SENS on Tuesday, 8 October
Results of general meeting and finalisation
announcement published in the South African
press on Wednesday, 9 October
Last day to trade in order to participate
in the odd-lot offer Friday, 18 October
Election period for the odd-lot offer closes
at 16:00 on Friday, 25 October
Form of election or response for the odd-lot
offer to be received by the transfer
secretaries by 16:00 on Friday, 25 October
Record date to determine those ordinary
shareholders entitled to participate in the
odd-lot offer at the close of business on Friday, 25 October
Implementation of the odd-lot offer
takes effect after close of business on Friday, 25 October
Results of the odd-lot offer published in
the South African press on Monday, 28 October
New share certificates (if requested)
Posted and cheques/electronic transfers
in respect of ordinary shareholders holding
share certificates posted/effected against
surrender of existing documents of title,
and safe custody
accounts debited/credited and updated
at Central Securities Depository Participant
("CSDP")/broker in respect of ordinary
shareholders holdingdematerialised
ordinary shares from Monday, 28 October
NOTES:
1. The above dates and South African times, are subject to change. Any changes
will be published in the South African press and released on SENS.
2. Odd-lot holders who have not dematerialised their ordinary shares will not be
able to do so between Monday, 21 October 2002 and Friday, 25 October 2002, both
dates inclusive.
3. Dematerialised odd-lot holders are required to notify their duly appointed
CSDP or broker of their response to the odd-lot offer in the manner and time
stipulated in the agreement governing the relationship between the odd-lot
holder and his/her CSDP or broker.
5. EFFECT ON TIGER BRANDS` ORDINARY SHARE CAPITAL
The potential specific repurchase of ordinary shares by Tiger Brands and issue
of new ordinary shares for cash under specific authority by Tiger Brands, as a
result of the odd-lot offer, will have no material effect on Tiger Brands`
ordinary share capital.
6. FINANCIAL EFFECTS
The odd-lot offer and the potential specific repurchase of ordinary shares by
Tiger Brands or the potential issue of new ordinary shares for cash under
specific authority by Tiger Brands will not have any material effect on the
earnings and headline earnings per ordinary share or on the net asset value and
net tangible asset value per ordinary share of Tiger Brands. The financial
effect will be significantly less than 1% in all respects.
7. CONFIRMATION OF FINANCIAL RESOURCES
ING Investment Banking has satisfied the JSE that Tiger Brands will have the
necessary resources available to satisfy full acceptance of the odd-lot offer.
8. GENERAL MEETING
The general meeting of ordinary shareholders will be held at Tiger Brands, 85
Bute Lane, Sandown, Sandton at 14:30 on Tuesday, 8 October 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, passed.
9. CIRCULAR
A circular to Tiger Brands` ordinary shareholders containing details of the odd-
lot offer, an amendment to the articles of association of Tiger Brands, a notice
of general meeting, a form of proxy, a form of election and a form of surrender,
will be posted to ordinary shareholders on Monday, 2 September 2002.
Sandton
30 August 2002
Financial adviser and transaction sponsor
ING Investment Banking
Corporate law advisers and consultants
Edward Nathan & Friedland
(Registration number 1999/026464/07)
Joint sponsor
Cazenove
Date: 30/08/2002 05:15:04 PM Produced by the JSE SENS Department
