| Fri 10 Jan 2003, 8:58 | | Ninian - Announcement |
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NINIAN & LESTER HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/002769/06)
Share code: NIN ISIN: ZAE000004917
("Ninian" or "the company")
Detailed terms and salient dates announcement relating to the voluntary
delisting and repurchase offer by Ninian and withdrawal of cautionary
announcements
1. INTRODUCTION
Further to the cautionary announcements published in the press on Friday, 22
November 2002 and Friday, 3 January 2003 ("cautionary announcements"), Investec
Bank Limited is authorised to announce that the board of directors of Ninian
("the directors") propose that:
- the listing of Ninian`s shares ("shares") on the JSE Securities Exchange
South Africa ("JSE") be voluntarily terminated ("the voluntary delisting"); and
- the company makes an offer to all to its shareholders to repurchase their
shares for a cash consideration of 850 cents per share ("the repurchase offer"),
(collectively, "the proposals").
2. THE PROPOSALS
2.1 The voluntary delisting
2.1.1 The directors propose that the listing of Ninian`s shares on the JSE be
terminated with effect from Tuesday, 25 February 2003 subject to the
implementation of the repurchase offer and the approval of Ninian shareholders
("shareholders") at a general meeting of the company ("general meeting") to be
held on or about Tuesday, 4 February 2003.
2.1.2 Shareholders, collectively holding 550 835 shares, representing 52,6% of
shareholders eligible to vote in respect of the voluntary delisting at the
general meeting in terms of the JSE Listings Requirements, have irrevocably and
in writing, undertaken to vote in favour of the voluntary delisting.
2.2 The repurchase offer
2.2.1 The directors further propose that, for the benefit of shareholders who
do not wish to remain shareholders in an unlisted environment, the company makes
an offer to all its shareholders to repurchase all their shares for a cash
consideration of 850 cents per share ("the repurchase offer consideration") in
terms of the repurchase offer.
2.2.2 Shareholders, collectively holding 3 253 734 shares, representing 86,7%
of Ninian`s issued share capital, have irrevocably and in writing undertaken to
decline the repurchase offer ("the remaining shareholders").
2.3 Shareholders in an unlisted environment
2.3.1 Shareholders who wish to remain shareholders in the company subsequent
to the implementation of the voluntary delisting will be entitled to do so.
Ninian has undertaken to facilitate the mechanism for the acquisition and sale
of shares by shareholders in the unlisted environment insofar as it is possible
for it to do so. All share transactions will be facilitated through the company
secretary, who will inform all shareholders reflected as such in the share
register, of any such transactions in the annual reports of the company.
2.3.2 Shareholders who do not accept the repurchase offer will, by default,
remain shareholders in the company subsequent to the voluntary delisting of its
shares from the JSE.
2.3.3 In accordance with the provisions of the Companies Act, 1973 (Act 61 of
1973), as amended, Ninian intends continuing to repurchase its shares following
the termination of the listing of its shares on the JSE.
3. RATIONALE FOR THE PROPOSALS
3.1 Benefits to Ninian
3.1.1 Ninian`s small market capitalisation status has resulted in limited
tradability and marginal investor interest in Ninian.
3.1.2 the directors are of the opinion that:
- given the illiquidity of the share, the negative sentiment towards small
capitalisation shares listed on the JSE and the incremental administrative costs
associated with maintaining a listing on the JSE, there is little justification
for the continued listing of Ninian shares on the JSE;
- it is considered unlikely that market sentiment towards small capitalisation
companies will improve in the short to medium term, particularly in the textile
industry;
- given Ninian`s current small capitalisation status on the JSE, the company is
unlikely to raise equity capital at fair value; and
- the company has no foreseeable need to raise significant capital.
3.2 Benefits to shareholders
3.2.1 the proposals will enable shareholders to realise cash for their shares
where, due to the lack of liquidity of the shares traded on the JSE, it would
otherwise have been difficult to do so. Furthermore, the proposals will minimise
the transaction costs compared to trading shares on the JSE.
3.2.2 the repurchase offer consideration represents a premium of 20% to the
previous five traded days weighted average share price of 706,35 cents per share
prior to the publication in the press of the first cautionary announcement on
Friday, 22 November 2002 ("the first cautionary announcement"). Due to the
illiquidity of the shares on the JSE it is considered inappropriate to base the
average price per share on the closing price for the five days prior to the
publication in the press of the first cautionary announcement. As a result the
previous five days in which shares were actually traded were used in calculating
the weighted average price per share.
4. FINANCIAL EFFECTS
4.1 Financial effects on Ninian
4.1.1 Set out below are the unaudited pro forma financial effects of the
repurchase offer based on the unaudited consolidated interim financial
statements of Ninian for the six-month period ended 30 June 2002 and on the
assumption that shareholders, other than the remaining shareholders ("potential
accepting shareholders"), accept the repurchase offer in respect of:
- 50% of the shares held by potential accepting shareholders, i.e. assuming the
repurchase offer is accepted in respect of 247 997 shares constituting
approximately 6,6% of Ninian`s entire issued share capital; and
- 100% of the shares held by potential accepting shareholders, i.e. assuming
the repurchase offer is accepted in respect of 495 994 shares constituting
approximately 13,3% of Ninian`s entire issued share capital.
50% acceptance by 100% acceptance by
potential accepting potential accepting
shareholders shareholders
Unaudited Pro forma Pro forma
before the after the after the
repurchase repurchase repurchase
offer(1) offer Change offer Change
(cents) (cents) (%) (cents) (%)
Earnings per share(2) 98 103 5,0 109 10,8
Headline earnings
per share(2) 91 95 3,7 101 10,4
Net asset value
per share(3) 2 452 2 565 4,6 2 696 10,0
Notes:
1. The earnings per share, headline earnings per share and net asset value per
share figures in the "Unaudited before the repurchase offer" column have been
extracted from the unaudited interim financial statements of Ninian for the six-
month period ended 30 June 2002.
2. The earnings per share and headline earnings per share figures in the "Pro
forma after the repurchase offer" columns have been calculated:
- on the basis that the repurchase offer was effective on1 January 2002;
- assuming Ninian would have incurred an after-tax interest cost of 8,9% per
annum, being the average after-tax interest rate incurred by Ninian on its
operations during the six-month period ended 30 June 2002, on the cash resources
required to implement the repurchase offer; and
- the calculations do not take into account stamp duty and/or related brokerage
costs due to their immateriality.
3. The net asset value per share figures in the "Pro forma after the repurchase
offer" columns have been calculated on the basis that the repurchase offer was
effective on 30 June 2002.
4.1.2 The financial effects contained in the table above have been prepared to
illustrate how the repurchase offer would have affected the relevant financial
ratios of Ninian for the financial period indicated and are for pro forma
purposes only.
4.2 Financial effects on shareholders
The financial effects for shareholders accepting the repurchase offer are
illustrated in the table set out below:
Before the After the
repurchase offer repurchase offer Change
(cents) (cents)(5) (%)
Market value per share(1) 706 850 20,0
Earnings per share(2) 98(4) 30 (69,2)
Headline earnings per share(2) 91(4) 30 (66,8)
Net asset value per share(3) 2 452 850 (65,0)
Notes:
1. Being the previous five traded days weighted average share price prior to the
publication in the press of the first cautionary announcement.
2. Being Ninian`s earnings per share and headline earnings per share for the six
month period ended 30 June 2002.
3. Being Ninian`s net asset value per share at 30 June 2002.
4. Based on the assumption that the repurchase offer consideration of 850 cents
per share had been invested to earn an average after-tax return of 7,1% during
the six-month period ended 30 June 2002.
5. No account has been taken of Capital Gains Tax in the calculation of the
financial effects on shareholders shown in the table above.
5. CONDITIONS PRECEDENT
5.1 Both the voluntary delisting and the repurchase offer are subject to the
fulfilment of the following conditions precedent:
5.1.1 the requisite majority of shareholders vote in favour of such ordinary
and special resolutions as are necessary to implement the repurchase offer and
the voluntary delisting; and
5.1.2 the registration of the special resolution required to be passed to
implement the repurchase offer by the Registrar of Companies.
5.2 The voluntary delisting is also subject to and conditional upon the
successful implementation of the repurchase offer.
5.3 Should any of the conditions precedent not be met, any share certificates
received from certificated shareholders, in terms of the repurchase offer, shall
be returned and any tenders received from dematerialised shareholders, in terms
of the repurchase offer, shall be cancelled.
6. SALIENT DATES AND TIMES
2003
Circular posted to shareholders Friday, 10 January
Repurchase offer opens Friday, 10 January
Last day to lodge forms of proxy for the general meeting of
shareholders by 09:00 Friday, 31 January
General meeting of shareholders to be held at 09:00 Tuesday, 4 February
Results of general meeting announced
- on SENS Tuesday, 4 February
- in the press Wednesday, 5 February
Last day to trade shares to qualify to participate in the
repurchase offer Friday, 14 February
Listing of shares on the JSE suspended at the
commencement of trade Monday, 17 February
Repurchase offer closes at 16:00 (see note 2) Friday, 21 February
Record date for determining which shareholders
are to remain shareholders in the unlisted company Friday, 21 February
Subject to valid acceptance of the repurchase offer by
Friday, 21 February 2003, payment will be made
to all those shareholders who have not yet received
payment for their shares (see note 4) Monday, 24 February
Listing of shares on the JSE terminated at the
commencement of trade Tuesday, 25 February
Notes:
1. The above dates are subject to amendment. Any change will be published on
SENS and in the press.
2. Dematerialised shareholders are required to notify their duly appointed
Central Securities Depository Participant ("CSDP") or broker, as the case may
be, of their intention to accept the repurchase offer in the manner and time
stipulated in the agreement governing the relationship between the shareholder
and his/her CSDP or broker.
3. Shares may not be dematerialised after Friday, 14 February 2003, but may
still be rematerialised after Friday, 14 February 2003.
4. Subject to the repurchase offer becoming unconditional on the date of the
general meeting, payment to shareholders accepting the repurchase offer will be
made within seven days of valid acceptance of the repurchase offer being
received, but in any event no earlier than the repurchase offer becoming
unconditional and no later than Monday, 24 February 2003.
7. INDEPENDENT OPINION
Deloitte & Touche, Chartered Accountants (SA) ("Deloitte & Touche"), have been
appointed to advise the directors on whether the terms of the repurchase offer
are fair and reasonable to Ninian shareholders.
Deloitte & Touche have advised the directors that, in their opinion, the terms
of the repurchase offer are fair and reasonable to Ninian shareholders. Such
opinion will be included in the circular to Ninian shareholders as contemplated
in paragraph 9 below.
8. CASH CONFIRMATION TO THE SECURITIES REGULATION PANEL ("SRP")
It has been confirmed to the SRP that Ninian has sufficient cash resources
and/or facilities available to meet its obligations in terms of the repurchase
offer.
9. CIRCULAR TO NINIAN SHAREHOLDERS
A circular to Ninian shareholders containing details of the voluntary delisting,
the repurchase offer and notice of general meeting will be posted to Ninian
shareholders on Friday, 10 January 2003 ("the circular").
10. GENERAL MEETING
A general meeting of Ninian shareholders will be held at 09:00 on Tuesday, 4
February 2003 at 915 Umgeni Road, Durban, in terms of the notice of general
meeting forming part of the circular, for the purpose of considering and, if
deemed fit, approving the proposals.
11. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS
Ninian shareholders are referred to the cautionary announcements and are advised
that as the detailed terms and salient dates and times announcement relating to
the voluntary delisting and repurchase offer by Ninian has now been published,
caution is no longer required when dealing in Ninian shares.
Durban
10 January 2003
Merchant bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Reporting accountants and independent advisor
Deloitte & Touche Chartered Accountants (SA)
Registered accountants and auditors
Sponsor
Investec Securities Limited
Member of the JSE
(Registration number. 1972/008905/06)
Attorneys
Werksmans Incorporated
(Registration number 1990/007215/21)
Date: 10/01/2003 08:30:00 AM Produced by the JSE SENS Department
