| Tue 25 Nov 2003, 16:28 | | ANNOUNCEMENT REGARDING THE SPECIFIC AUTHORITY FOR |
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NEW AFRICA CAPITAL LIMITED - A
("NAIL")
NEW AFRICA CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2000/031756/06
("NAC" or "the Company")
ISIN: ZAE000033361
JSE share code: NAC
NSX share code: NWC
("NAIL")
1. INTRODUCTION
Shareholders are referred to the announcement dated 4 November 2003 and the
circular, which was posted to shareholders on the same date. In terms
thereof shareholders were advised that NAC would seek to obtain a specific
authority ("the specific authority") from shareholders to enable NAC to
acquire all the NAC shares, which are currently held by NAIL ("the NAIL
shareholding").
Shareholders are advised that NAC has finalised negotiations with various
parties relating to the NAIL shareholding.
2. THE SPECIFIC AUTHORITY
The specific authority is subject to the provisions of the Companies Act,
1973 (Act 61 of 1973), as amended, the Listings Requirements of the JSE
Securities Exchange South Africa ("the JSE") and the following conditions:
2.1 the NAIL shareholding purchased shall not exceed 36 356 142 NAC shares
(which currently represents 5% of the total issued share capital of
NAC);
2.2 the price for the NAIL shareholding shall not be greater than 10%
above the weighted average of the market value per NAC share for the
five business days immediately preceding the date on which the
repurchase of the NAIL shareholding is agreed;
2.3 subject to paragraph 2.2 above, the maximum price per NAC share for
the acquisition of the NAIL shareholding shall not exceed the most
recently published embedded value per NAC share calculation (which at
the date of publication of the interim results of NAC on 30 June 2003,
amounted to R 9.11 per NAC share);
2.4 the specific authority shall be valid until the next annual general
meeting of NAC, whereafter it shall lapse;
2.5 NAC shall not be permitted to acquire the NAIL shareholding from
whomever is the holder thereof, if such holder is a related party to
NAC;
2.6 the holder of the NAIL shareholding at the time of the general meeting
will be disqualified from voting on the special resolution proposed at
the general meeting authorising this specific authority; and
2.7 NAC publishes an announcement once the specific repurchase has been
concluded.
3. THE NAIL SHAREHOLDING
In terms of the offer circular to the shareholders of NAIL which was issued
on 17 October 2003, a consortium including Capricorn Capital Partners
Holdings Company (Proprietary) Limited ("Capricorn") has made an offer to
acquire all the issued ordinary and "N" ordinary shares of NAIL.
The consortium together with a substantial shareholder of NAIL have agreed
to use their respective best endeavours to procure that after the offer is
closed and becomes unconditional:
a) NAIL will sell to Capricorn the NAIL shareholding or such lesser
number of NAC shares which NAIL holds at the time; or
b) failing the above, that NAIL will distribute the NAIL shareholding to
its shareholders. The consortium will then on receipt of their pro
rata portion of the NAIL shareholding, sell to Capricorn the shares so
received.
The undertaking to use their best endeavors by Capricorn, the consortium
and the substantial shareholder is conditional upon regulatory approvals
including, inter alia, the approval of the SRP and the Competition
Commission.
4. REPURCHASE OF THE NAIL SHAREHOLDING
NAC has concluded an agreement with Capricorn in terms of which NAC will
acquire from Capricorn, subject to the conditions precedent referred to in
paragraph 8 below, the NAIL shareholding or such lesser number of NAC
shares which Capricorn acquires as a result of the implementation of the
arrangements referred to in paragraphs 3 (a) and (b) above.
5. BLACK ECONOMIC EMPOWERMENT PARTNER
In terms of the agreement concluded with Capricorn, NAC has the right to
elect that, instead of acquiring the NAIL shareholding itself, the NAIL
shareholding be transferred to a black economic empowerment partner chosen
by NAC.
6. THE CONSIDERATION
The consideration for the acquisition of the NAIL shareholding referred to
in paragraph 4 above will be 670 cents per share. This falls within the
terms of the specific authority dealing with the maximum consideration per
share referred to in paragraphs 2.2 and 2.3 above.
7. FINANCIAL EFFECTS
The specific repurchase of the NAIL shareholding by NAC at a consideration
of 670 cents per share will have no significant effect on the embedded
value, adjusted net asset value, core headline earnings, headline earnings
and earnings per NAC share.
8. CONDITIONS PRECEDENT
This transaction is subject to:
a) the requisite special resolution granting the specific authority being
approved at the general meeting of NAC shareholders convened to be
held at 11:00 on Wednesday, 26 November 2003, and the special
resolution being registered by the Registrar of Companies; and
b) all the requisite regulatory approvals including the approval of the
SRP, Competition Commission and ICASA being granted for NAIL to
distribute or dispose of the NAIL shareholding or such lesser number
of NAC shares which it may hold at the time.
9. FURTHER ANNOUNCEMENT
A further announcement will be made once the exact number of NAC shares to
be acquired in terms of the specific authority has been determined.
Cape Town
25 November 2003
Sponsor in South Africa:
Merrill Lynch South Africa (Proprietary) Limited
Africa Sponsor in Namibia:
Simonis Storm Securities (Proprietary) Limited (Member of the NSX)
Date: 25/11/2003 04:20:08 PM Produced by the JSE SENS Department
