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AST Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/021790/06)
Share code: AAA
ISIN: ZAE000027397
("AST" or "the Company")
PROPOSED RECAPITALISATION AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Further to the cautionary announcement dated 27 March 2003, Standard
Corporate and Merchant Bank is authorised to announce that AST has concluded an
agreement with a group of stakeholders including Kumba Resources Limited and The
Standard Bank of South Africa Limited (collectively "the lenders") and Cadtech
(Proprietary) Limited (together "the underwriters"). In terms of this agreement
the lenders will provide a secured facility to AST in an amount of R60 million
and the majority of AST"s interest-bearing debt will be rescheduled as part of a
comprehensive plan for the recapitalisation of the Company, which will include
an underwritten rights offer.
2. The Recapitalisation
The R60 million will be utilised by the Company for its general corporate
purposes, allowing the management of AST to focus on achieving cost reductions
in terms of the Business Improvement Programme announced in the interim results
announcement on 27 March 2003 and to focus upon the recapitalisation of the
business by means of a rights offer which is to be implemented by no later than
8 September 2003.
The underwriters have conditionally agreed to underwrite the proposed rights
offer in a maximum amount of R88.75 million. The proceeds of the proposed
rights offer will be used to repay the Company"s debt. The proposed rights
offer will take place at a price per AST ordinary share of nine cents.
In order to implement the proposed rights offer, the Company will be required
to increase its authorised share capital. It is intended to convene an
extraordinary general meeting of AST shareholders at which general meeting the
ordinary and special resolutions necessary to increase the authorised share
capital of the Company for the purposes of the rights offer and to place such
shares as are required for the purposes of the rights offer under the control of
AST"s directors will be proposed and, if considered appropriate, approved by AST
shareholders.
In this regard, a further announcement calling the extraordinary general
meeting will be made in due course and a circular relating to the proposed
increase in the authorised share capital of the Company will be sent to AST
shareholders.
3. Further cautionary announcement
Shareholders are advised to continue to exercise caution when dealing in the
Company"s securities until an announcement is made regarding the detailed terms
of and timetable for the proposed rights offer.
Centurion
14 May 2003
Merchant bank
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Sponsor
Cazenove South Africa (Pty) Ltd
(Registration number 1998/011736/07)
Attorneys to AST
Moss Morris Attorneys
Date: 14/05/2003 05:57:09 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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