| Fri 28 Feb 2003, 9:36 | | Real Africa Holdings Limited - Announcement |
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Real Africa Holdings Limited - Announcement
Real Africa Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/0003919/06)
Share code: RAH
ISIN: ZAE000008702
("RAH" or "the Company")
DISTRIBUTION TO SHAREHOLDERS BY WAY OF A CAPITAL REDUCTION
1. INTRODUCTION
Standard Corporate and Merchant Bank is authorised to announce that the RAH
board of directors ("the board") has resolved, subject to fulfilment of
conditions precedent set out in paragraph 7 below ("conditions precedent"), to
distribute all of its assets, including cash proceeds from the disposal of
unlisted assets, other than its investments in Afrisun Leisure Investments
(Proprietary) Limited ("Afrisun") and Real Africa Asset Management (Proprietary)
Limited ("RAAM") ("the distributions"). The distributions will be implemented in
phases and predominantly by way of a reduction of RAH`s share premium, in terms
of section 90 of the Companies Act, 1973 (Act 61 of 1973), as amended. RAH will
remain listed on the JSE Securities Exchange South Africa ("JSE").
2. RATIONALE
RAH shares have been trading at a discount based on its underlying net asset
value. Accordingly, the board has for some time been considering various
proposals that are aimed at unlocking shareholder value in RAH. The board
believes that the distributions will significantly unlock shareholder value.
3. NET ASSET VALUE
The net asset value of RAH as at 25 February 2003, being the last practicable
date prior to the publication of this announcement, is estimated at R1 861.6
million or 501 cents per RAH share based on 371 757 625 issued RAH shares and
the assets in the table below.
Asset Market value
(R` million)
Cash and near cash* 1001.6
37 788 116 Afrox Healthcare Limited ("Afrox 355.2
Health") shares
Ocfish Holding Company Limited ("Ocfish") 296.2
Estimated market value of other unlisted assets 95.0
15 738 607 Dimension Data Holdings plc 43.3
("DiData") shares
Afrisun and RAAM 70.3
Total 1 861.6
Note
* This amount includes approximately R82.1 million to be received by RAH on
31 March 2003 as a result of the scheme of arrangement entered into between Absa
Group Limited and PSG Investment Bank Holdings Limited.
4. THE DISTRIBUTIONS
4.1 The initial distribution
The initial distribution, valued at approximately 230 cents per RAH share as at
25 February 2003, will comprise 37 788 116 shares in Afrox Health, which as at
25 February 2003 had a market value of R355.2 million and cash of approximately
R498.2 million ("RAH cash") ("the initial distribution"). The initial
distribution will be implemented with effect from 5 May 2003
("the effective date") and by way of a reduction of RAH`s share premium.
RAH shareholders, recorded in the register on 2 May 2003 ("the record date"),
will as a result of the initial distribution be entitled to a number of Afrox
Health shares plus cash as set out in the table below for every 100 RAH shares
held on the record date. As regards the RAH shareholders in the United States
of America ("USA"), Canada, Australia or Japan who are not entitled to receive
the Afrox Health shares, RAH will sell the relevant shares to which such
shareholders would have been entitled to and distribute the cash proceeds, net
of selling costs, to such shareholders.
Ratio of Market
entitlement value
per 100 RAH per 100
shares RAH
shares
(R)
Afrox Health shares 10.16472* 95.55**
RAH cash R134.00*** 134.00
229.55
* At R9.40 per Afrox Health share as at 25 February 2003.
** Based on 37 788 116 Afrox Health shares held and 371 757 625 RAH shares in
issue on 25 February 2003.
***Based on 371 757 625 RAH shares in issue on 25 February 2003.
4.2 Subsequent distributions
4.2.1 Disposal of unlisted assets
RAH intends to dispose of all its unlisted assets including Ocfish but excluding
Afrisun and RAAM ("the unlisted assets") ("the disposals"). The market value of
the unlisted assets to be disposed of is estimated at R391.2 million as
indicated in paragraph 3 above. Accordingly, as soon as reasonably practicable,
RAH will further distribute to its shareholders the proceeds of the disposals of
the unlisted assets ("the subsequent distribution/s"). RAH shareholders will
accordingly be notified of the implementation of the subsequent distribution/s.
4.2.2 Persetel Q Data Africa Holdings Limited ("PQAH") distribution
RAH holds 51% of the issued share capital of PQAH. Shareholders are aware that
PQAH holds cash, shares in DiData and shares in Comparex Holdings Limited
("Comparex"). The contractual restriction which prevented PQAH from
distributing its shares in DiData to its shareholders fell away on
30 November 2002. However, an interim interdict obtained by AMB Southern Africa
Investors I and Corpinvest 40 (Proprietary) Limited ("Corpinvest") on
8 February 2002 ("the interdict") prevents PQAH from repaying its shareholders
any part of their loan accounts without the approval of shareholders holding 80%
of the shares in PQAH and the approval of certain financiers of Corpinvest ("the
financiers"). African Merchant Bank Limited representing certain of those
financiers, to date has refused to permit the repayment of such loan accounts.
If necessary, PQAH and/or RAH will make an application to the relevant Court to
set aside or vary the interdict. RAH has elected, as it contends it is
entitled, to cause PQAH to distribute the assets of PQAH to its shareholders by
repayment of their loan accounts in accordance with their notional allocations.
In the event of such distribution, RAH would receive 15 738 607 DiData shares
and cash of approximately R414 million. RAH would not receive any Comparex
shares.
When the dispute concerning PQAH and the repayment of the shareholders` loan
accounts is resolved, RAH will distribute to its shareholders the shares in
DiData and the cash, which it receives from PQAH ("the PQAH distribution").
Upon implementation of the subsequent distribution/s and the PQAH distribution,
RAH will remain listed on the JSE and will continue to hold a 41% shareholding
in RAAM and a 60% shareholding in Afrisun. Afrisun has investments in
GrandWest, Carnival City, Boardwalk and Sugarmill casinos, as well as
investments in two casino management companies.
5. RECONSTITUTION OF THE BOARD
The board will be reconstituted during the general meeting of shareholders to be
held on 11 April 2003. The full details of the reconstitution of the board and
any severance payments will be contained in a circular to shareholders to be
issued on or about 20 March 2003.
6. FINANCIAL EFFECTS
Upon implementation of the initial distribution, RAH shareholders will receive
such number of Afrox Health shares equivalent to their effective interests in
Afrox Health prior to implementation of the initial distribution (or the cash
proceeds from the disposal of such Afrox Health shares should RAH shareholders
not be entitled to receive the Afrox Health shares by reason of laws in the
jurisdictions to which they are subject) as well as their pro rata portion of
the RAH cash. Other than unlocking the value for RAH shareholders, the
distributions will have no material effect on the RAH shareholders.
7. CONDITIONS PRECEDENT
The distributions and the disposals are conditional upon the fulfilment of the
following conditions precedent:
- the approval by RAH shareholders in general meeting of the resolutions
necessary to implement the distributions; and
- any other regulatory approvals required.
8. DOCUMENTATION, GENERAL MEETING AND SALIENT DATES
A circular, giving further details of the transactions and incorporating a
notice of the general meeting to be held in the Boardroom, 3 West Street,
Houghton, Johannesburg, 2198 at 10h00 on 11 April 2003, for purposes of
considering and, if deemed fit, passing, with or without modification, the
resolutions necessary to implement the distributions, will be posted to RAH
shareholders on or about 20 March 2003.
The salient dates and times of the initial distribution are outlined in the
table below.
2003
Circular posted to shareholders 20 March
Last day for lodging forms of proxy for the 10 April
general meeting of RAH shareholders (by 10:00)
General meeting of RAH shareholders (at 10:00) 11 April
Results of general meeting are published on 11 April
Securities Exchange News Services ("SENS")
Results of general meeting are published in the 14 April
press
Last day to trade 23 April
RAH shareholders entitled to trade their Afrox 24 April
Health shares (in dematerialised form)
Record date (shareholders must be recorded in the 2 May
shareholders register by the close of business
(16:00) on this date, or such other date as may
be determined by the board and announced on SENS,
in order to participate in the initial
distribution)
Effective date of the initial distribution 5 May
Posting of Afrox Health share certificates or 5 May
crediting the safe custody accounts at the
Central Securities Depository Participant
("CSDP") or broker, as appropriate, for the Afrox
Health shares
Cheques posted or accounts credited as 5 May
appropriate, in respect of the distribution of
the RAH cash.
As regards the RAH shareholders in the USA, 12 May
Canada, Australia or Japan, that are not entitled
to receive Afrox Health shares, cheques will be
posted or accounts will be credited on this date
in respect of the proceeds (cash net of selling
costs) from the sale of Afrox Health shares.
Notes:
The dates and times in this announcement are subject to change. Any changes
will be announced on SENS.
Share certificates may not be dematerialised or rematerialised between 24 April
2003 and 2 May 2003, both days inclusive. RAH certificated shareholders who are
entitled to the Afrox Health shares will receive their Afrox Health shares in
certificated form. If RAH shareholders are in any doubt as to what action to
take they are advised to consult their banker, CSDP, broker, attorney, legal
adviser, accountant or other professional advisor immediately.
Johannesburg
27 February 2003
Merchant Bank and Sponsor
Standard Corporate and Merchant Bank
(Registration number 1962/000738/06
(A division of the Standard Bank of South Africa Limited)
Corporate Law Advisers and Consultants
Edward Nathan & Friedland (Pty) Limited
(Registration number 1999/026464/07)
Date: 28/02/2003 07:01:01 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
