| Thu 11 Sep 2003, 14:05 | | SALIENT DATES OF THE IMR RIGHTS OFFER TO RAISE UP |
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IMR INVESTMENTS LIMITED -
IMR INVESTMENTS LIMITED
(Formerly The Appleton Group Limited)
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)
Share code: IMR
ISIN: ZAE000044004
("IMR" or "the company")
SALIENT DATES OF THE IMR RIGHTS OFFER TO RAISE UP TO R4,9 million
1. Introduction
It was announced on Friday, 29 August 2003 that the directors of IMR had
resolved to proceed with a rights offer to all IMR shareholders in order to
raise up to R4,9 million, before expenses. The rights offer is not being
underwritten.
2. Purpose of the rights offer
The purpose of the rights offer is to raise up to R4 929 579 (before expenses),
which will be used to:
* strengthen the company"s balance sheet; and
* provide the company with capital to pursue future investment opportunities.
3. Salient terms of the rights offer
Number of new ordinary shares a maximum of 82 159 650
offered:
Ratio of entitlement: 3 new ordinary shares for every
1 share held on the record date
for the rights offer
Cash subscription price for new 6 cents
ordinary shares:
Maximum amount to be raised, before R4 929 579
expenses:
Maximum number of shares in issue
excluding treasury stock, after the 109 546 200
rights offer:
Maximum number of shares in issue,
including treasury stock, after the 112 455 274
rights offer:
4. Listing of IMR shares and letters of allocation on the JSE Securities
Exchange South Africa ("the JSE")
The JSE has granted approval for the listings of:
* the 82 159 650 renounceable (nil paid) letters of allocation (Share code:
IMRN; ISIN: ZAE000049581) to be issued pursuant to the rights offer from
the commencement of trading on Friday, 19 September 2003 to Friday, 10
October 2003, both days inclusive; and
* a maximum of 82 159 650 new ordinary shares to be issued in terms of the
rights offer from the commencement of trading on Monday, 13 October 2003.
5. Salient dates and times
2003
Last day to trade in IMR shares in Thursday, 18 September
order to qualify to participate in
the rights offer (cum entitlement)
Listing of and trading in letters of
allocation on the JSE commences at Friday, 19 September
09:00 on
Shares commence trading ex-rights on Friday, 19 September
the JSE at 09:00 on
Record date for the rights offer to
be eligible to participate in the Friday, 26 September
rights offer at the close of business
Rights offer opens at 09:00 on (See Monday, 29 September
Note 2)
Circular and form of instruction Monday, 29 September
(where applicable) posted on
Safe custody accounts of
dematerialised shareholders at their Monday, 29 September
CSDP or broker are updated with the
entitlement on
Entitlements are credited to a safe
custody account at Computershare Monday, 29 September
Limited in the case of certificated
shareholders on
Last day for trading in letters of Friday, 10 October
allocation on the JSE
Maximum number of new ordinary shares Monday, 13 October
listed on
Rights offer closes at 14:30 on Friday, 17 October
Record date for letters of allocation Friday, 17 October
Results of rights offer released on Monday, 20 October
SENS on
Entitlement in terms of the rights Monday, 20 October
offer available on
Dematerialised shareholders" accounts
at their CSDP or broker debited and Monday, 20 October
updated on
New ordinary share certificates Monday, 20 October
issued and posted on
Results of rights offer published in Tuesday, 21 October
the press on
Adjusted listing of new ordinary Tuesday, 21 October
shares on the JSE on
Notes:
1. No share certificates may be dematerialised or rematerialised between Friday,
19 September 2003 and Friday, 26 September 2003.
2. Dematerialised shareholders are required to notify their duly appointed CSDP
or broker of their acceptance of the rights offer in the manner and time
stipulated in the agreement governing the relationship between the shareholder
and his/her CSDP or broker.
3. CSDP"s effect payment on a delivery versus payment basis in respect of
dematerialised shareholders.
6. Pro forma financial effects of the rights offer
Set out below are the unaudited pro forma financial effects of the full rights
offer on the published audited financial results of the company for the year
ended 28 February 2003 assuming the maximum number of 82 159 650 rights are
exercised. The pro forma financial effects are provided for illustrative
purposes only and, because of their pro forma nature, may not give a true
picture of the financial results and position of IMR.
Before After Change After Change
repurchas repurchas % full %
e e rights
offer
Notes: 1 2 3
Headline (0,86) (1,01) (17,44) 0,03 102,97
loss/earnings per
share4 (cents)
Loss per share4 (6,41) (7,16) (11,70) (1,52) 78,77
(cents)
Net asset value 27, 81 30,85 10,93 11,85 (61,59)
and net tangible
asset value per
share5 (cents)
Notes:
1. The "before repurchase" column is based on the published audited consolidated
financial statements of the group for the year ended 28 February 2003.
2. The "after repurchase" column takes into account the repurchase by IMR of 2
993 956 ordinary shares at 6 cents per share in the open market on 2 June 2003,
as announced on SENS on 3 June 2003.
3. Assuming that the maximum of 82 159 650 new ordinary shares in terms of the
rights offer are taken up, thereby raising a total amount of R4 929 579, before
deducting the estimated expenses in connection with the rights offer amounting
to approximately R400 000, and including interest earned at an average after tax
rate of 7%.
4. The calculations of loss and headline loss/earnings per share are based on a
weighted average number of shares in issue of 30 692 000 less the 2 993 956
shares repurchased adjusted as if the maximum number of rights shares were
allotted and issued on 1 March 2002.
5. The calculations of net asset value per share and net tangible asset value
per share assume that the maximum number of rights shares had been allotted and
issued at 28 February 2003 and are based on 33 289 580 ordinary shares in issue
as per 28 February 2003 audited annual financial statements less the 2 909 074
shares held as treasury stock, adjusted for the repurchase of 2 993 956 shares.
7. Documentation
A circular, including revised listing particulars of IMR, giving full details of
the rights offer ("the circular") will be posted to ordinary shareholders on or
about Monday, 29 September 2003. A form of instruction in respect of a letter of
allocation will be enclosed with the circular for use by IMR shareholders who
have not dematerialised their IMR shares.
Copies of the circular, in English, are available for inspection from Monday, 29
September 2003 during normal business hours until Friday, 17 October 2003
(Saturdays, Sundays and public holidays excluded) from:
* IMR Investments Limited
1st Floor, 3 Melrose Square,
Melrose Arch, Johannesburg;
* Merchant Sponsors (Proprietary) Limited
Trade House, 33 Impala Road,
Chislehurston, Sandton;
* Merchantec (Proprietary) Limited
2nd Floor, North Block, Hyde Park Office Tower,
Corner 6th Road and Jan Smuts Avenue,
Hyde Park, Johannesburg; and
* Computershare Limited
Ground Floor, 70 Marshall Street,
Johannesburg.
Johannesburg
11 September 2003
Sponsor Corporate law advisers and consultants
Merchant Sponsors Edward Nathan & Friedland
Joint corporate advisors Reporting accountants and auditors
Merchantec Deloitte & Touche
IMR Investments Limited
Date: 11/09/2003 01:44:39 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
