| Mon 17 Nov 2003, 15:01 | | Notice of general meeting, salient dates and time |
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Aqua Online - Notice of general meeting, salient dates and times and withdrawal
of cautionary announcements
Aqua Online Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1971/005628/06
Share code: AQU
ISINcode: ZAE000024360
("AOH")
Notice of general meeting, salient dates and times and withdrawal of cautionary
announcements
1. Introduction
Shareholders are referred to the press announcements dated 5 December 2002 and 1
October 2003, wherein shareholders of AOH were advised that agreement had been
reached, whereby:
- Aqua Online (Proprietary) Limited ("Aqua Online"), a wholly owned subsidiary
of AOH, will dispose of its Enablement business to Quickstep 394 (Proprietary)
Limited, representing the original owners of the Enablement business and
existing management;
- AOH will, in separate transactions, dispose of each of its Gaming subsidiaries
being all of the issued share capital in and claims against the following wholly
owned subsidiaries to the original owners of the Gaming business and Cyber
Finance Investments Limited:
- Aqua Online,
- Interactive Online Limited, and
- Aqua Online (Int.) Limited,
(collectively, "the disposals").
On the implementation of the disposals AOH will make an initial distribution to
shareholders of 13 cents per share in anticipation of winding up, whereafter AOH
will apply to the JSE Securities Exchange South Africa ("JSE") for the
termination of its listing.
2. Conditions precedent
Implementation of the disposals and the initial distribution is subject to the
fulfilment of the following conditions precedent:
- each of the disposals becoming unconditional in accordance with its terms;
- the passing by the AOH shareholders, other than related parties, in general
meeting of ordinary resolutions approving the terms and conditions of the
disposals; and
- the passing by the shareholders of AOH of the resolutions necessary to effect
payment of the initial distribution, the delisting and voluntary winding up.
- The initial distribution is also subject to the refund of R1 million cash to
AOH, which amount is subject to a deposit arrangement, to be unwound, by the end
of January 2004.
3. Financial effects
3.1 The table below sets out the financial effects of the disposals and the
distribution on the shareholders of AOH, assuming a distribution to shareholders
of 13 cents per share:
Pro forma
after the
Pro forma disposal
after the and the
Before disposals distribution %
(cents) (cents) % change (cents) change
A B B/A C C/B
Market value(1) 8,00 13,00 62,50 13,00 -
Market value(2) 9,50 13,00 36,84 13,00 -
Loss per share (6,06) (7,60) (25,41) (7,60) -
Headline loss
per share (3,96) (3,45) 12,76 (3,45) -
Net asset value
per share 8,18 13,04 59,41 0,04 (99,69)
Net tangible
asset value
per share 5,76 13,04 126,39 0,04 (99,69)
The calculation of the financial effects was based on the following:
- The "Before" column is based on the audited results of AOH for the year ended
30 June 2003.
- Market value(1) in the "Before" column is the closing market price per AOH
share on the JSE on Wednesday, 28 August 2002, being the day immediately
preceding the publication of the first cautionary announcement.
- Market value(2) in the "Before" column is the weighted average trading price
for September, October and November 2002.
- The "Pro forma after the disposals" and the "Pro forma after the disposals and
the distribution" columns assume that the disposals were effective from 1 July
2002, for purposes of calculating the earnings per share and the headline
earnings per share. In this regard it is assumed that the net cash proceeds of
the disposals are treated as having been invested at a notional after tax rate
of 7,7% from 1 July 2002 to 30 June 2003.
The "Pro forma after the disposals" column illustrates the net asset value and
the net tangible asset value of AOH having assumed that the disposals were
implemented on 30 June 2003.
- In the "Pro forma after the disposals and the distribution" column, earnings
per share and headline earnings per share represent interest had the initial
distribution been invested at a notional after tax rate of 7,7% from 1 July 2002
to 30 June 2003. The net asset value and net tangible asset value are based on
an initial distribution of 13 cents per share.
- For purposes of calculating the effect on the "Pro forma after the disposals"
and the "Pro forma after the disposals and the distribution" columns, earnings
and headline earnings per share, net asset value, and net tangible asset value
per share, a total of 231 752 545 AOH ordinary shares were used.
3.2 The table below sets out the financial effects of the distribution of 13
cents per share on an AOH shareholder.
Pro forma
after the
initial
Before distribution %
(cents) (cents) change
Market value(1) 8,00 13,00 62,50
Market value(2) 9,50 13,00 36,84
(Loss) earnings per share (6,06) 1,00 116,50
Headline (loss) earnings
per share (3,96) 1,00 125,25
Net asset value per share 8,18 13,00 58,92
Net tangible asset value
per share 5,76 13,00 125,69
The calculation of the financial effects was based on the following:
- The "Before" column is based on the audited results of AOH for the year ended
30 June 2003.
- Market value(1) in the "Before" column is the closing market price per AOH
share on the JSE on Wednesday, 28 August 2002, being the day immediately
preceding the publication of the first cautionary announcement.
- Market value(2) in the "Before" column is the weighted average trading price
for September, October and November 2002.
- In the "Pro forma after the initial distribution" column, earnings per share
and headline earnings per share represent interest had the initial distribution
been invested at a notional after tax rate if 7,7% from 1 July 2002 to 30 June
2003. The net asset value and net tangible asset value are based on an initial
distribution of 13 cents per share.
- For purposes of calculating the effect on the "Pro forma after the initial
distribution " column, earnings and headline earnings per share, net asset
value, and net tangible asset value per share, a total of 231 752 545 AOH
ordinary shares were used.
4. Salient dates and times
The salient dates and times are as follows:
2003
Last day for shareholders to lodge forms
of proxy for the general meeting, by 10:30 on Friday, 5 December
General meeting held at 10:30, or
immediately after the conclusion of the
annual general meeting, whichever is the
later, on Tuesday, 9 December
Results of the general meeting and
expected announcement of the fulfilment
of the remaining conditions precedent
released on SENS on Tuesday, 9 December
Results of the general meeting nd
expected announcement of the fulfilment
of the remaining conditions precedent
published in the press on Wednesday, 10 December
2004
Last day to trade in AOH shares on the
JSE in order to be entitled to receive
the initial distribution on Friday, 30 January
Suspension of shares from commencement
of business on Monday, 2 February
Record date to be recorded on the
register to receive the initial
distribution on Friday, 6 February
Electronic transfers of funds or cheques
posted in respect of certificated
shareholders on Monday, 9 February
Dematerialised shareholders" accounts
held at their CSDP and/or broker will
be credited on Monday, 9 February
Expected termination of listing at
commencement of trade on Tuesday, 10 February
Notes:
1. The above dates and times are subject to change. Any change of the above
dates and times, approved as necessary by the JSE and the SRP will be published
in the press and released on SENS.
2. Dematerialised shareholders other than those with own name registration
recorded on the register on the record date for voting must provide their CSDP
or broker with their instructions for attendance or voting at the general
meeting in the manner stipulated in the custody agreement governing the
relationship between such shareholders and the CSDP or broker. These
instructions must be provided to the CSDP or broker by the cut-off time and date
advised by the CSDP or broker for instructions of this nature.
3. Share certificates may not be dematerialised or rematerialised after Friday,
30 January 2004.
5.Withdrawal of cautionary announcements
Shareholders are advised that the cautionary announcements dated 30 May 2003, 11
July 2003, 1 September 2003 and 1 October 2003 are hereby withdrawn.
6. Documentation
A circular, containing further information will be posted to the shareholders of
AOH today.
Rosebank
17 November 2003
Joint corporate advisor to AOH
Deloitte & Touche
Corporate Finance
Joint corporate advisor to AOH
Java Capital
Corporate law advisors to AOH
Deloitte & Touche Legal
Transactional sponsor to AOH
Deloitte & Touche Sponsor Services (Pty) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Independent advisor to AHO shareholders
KPMG Services (Pty)Ltd
Reporting accountant to AOH
Fisher Hoffman PKF (Jhb) Inc.Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration number 1994/001166/21)
Date: 17/11/2003 02:42:06 PM Produced by the JSE SENS Department
