| Wed 25 Feb 2004, 15:26 | | Announcement to Nail shareholders |
|
NEW AFRICA INVESTMENTS LIMITED - ANNOUNCEMENT TO NAIL SHAREHOLDERS
NEW AFRICA INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/002467/06)
Share code: NAI and NAN
ISIN: ZAE000033338 and ZAE0000033346
("NAIL" or "the company")
ANNOUNCEMENT TO NAIL SHAREHOLDERS
1. Introduction
The board of directors of NAIL ("the NAIL board") has commenced with the process
of disposing of NAIL"s underlying assets and has resolved to return excess
capital to NAIL shareholders. In terms of the aforementioned disposal process
NAIL has disposed of its entire shareholding of 7 756 917 MTN Group Limited
shares on the open market for R232,4 million and its entire shareholding of 2
451 052 Johnnic Holdings Limited shares for R39,0 million.
In addition, the NAIL board has proposed, subject to the conditions precedent
set out in paragraph 4 below, to distribute NAIL"s entire shareholding in
Metropolitan Holdings Limited ("MetHold") to NAIL shareholders ("the proposed
MetHold share distribution") and to make a payment to NAIL shareholders, by way
of a capital reduction in terms of Section 90 of the Companies Act (Act 61 of
1973) ("the Act") ("the proposed capital reduction"). The proposed MetHold share
distribution and the proposed capital reduction are hereinafter collectively
referred to as "the proposed transaction".
2. The proposed MetHold share distribution
In terms of the proposed MetHold share distribution NAIL will, subject to the
fulfilment of the relevant conditions precedent set out in paragraph 4 below,
distribute 36 356 142 MetHold shares held by NAIL ("MetHold distribution
shares") to NAIL shareholders in the ratio of 28,68105 MetHold distribution
shares per 100 NAIL shares held.
3. The proposed capital reduction
In terms of the proposed capital reduction NAIL will, subject to the fulfilment
of the relevant conditions precedent set out in paragraph 4 below, distribute to
NAIL shareholders 686 cents per share by way of a reduction of the share premium
account of NAIL by an amount of R869,6 million, from R869,9 million to R0,3
million.
4. Conditions precedent
The proposed capital reduction and the proposed MetHold share distribution are
subject to the passing, at a general meeting of NAIL shareholders to be convened
for this purpose ("the general meeting"), of the relevant resolutions and the
directors being satisfied that the company is able to comply with the provisions
of Section 90 of the Act on the date of the general meeting.
5. Salient dates and times pertaining to the proposed transaction
2004
Last day for lodging of forms of Tuesday, 9 March
proxy for the general meeting by
10:00
General meeting of NAIL Thursday, 11 March
shareholders at 10:00
Results of the general meeting
published on the Securities Thursday, 11 March
Exchange News Service
Results of the general meeting Friday, 12 March
published in the press
Last day to trade in NAIL shares
cum the proposed MetHold share Thursday, 18 March
distribution and proposed capital
reduction
NAIL shares trade ex the proposed
MetHold share distribution and Friday, 19 March
proposed capital reduction
Record date Friday, 26 March
Payment in respect of the proposed Monday, 29 March
capital reduction made to
shareholders
Posting of MetHold distribution
shares by registered post to
certificated shareholders or Monday, 29 March
updating of their safe custody
accounts in respect of
dematerialised shareholders
NAIL share certificates may not be dematerialised or rematerialised between
Friday, 19 March 2004 and Friday, 26 March 2004 both days inclusive.
6. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED TRANSACTION
Upon implementation of the proposed MetHold share distribution NAIL shareholders
will, in addition to their existing NAIL shares, hold that number of MetHold
distribution shares equivalent to their indirect effective interest in those
shares prior to implementation of the proposed MetHold share distribution.
The table below sets out, for illustrative purposes only, the unaudited pro
forma financial effects of the proposed transaction per 100 NAIL shares, based
on the assumptions detailed therein and the published interim results of NAIL
for the six months ended 30 June 2003:
Pro forma
Actual "after the Percentage
"before proposed change
Per 100 NAIL shares " transaction" (%)
(cents) (cents)
Earnings/(loss)(1) 1 334,8 (2 459,4)
Dividend received from 613,3
MetHold distribution
shares(1)
Interest earned on proceeds 3 180,9
in respect of the proposed
capital reduction(1)
1 334,8 1 334,8 0,0
Headline earnings/(loss)(1) 1 917,6 (1 876,6)
Dividend received from 613,3
MetHold distribution
shares(1)
Interest earned on proceeds 3 180,9
in respect of the proposed
capital reduction(1)
1 917,6 1 917,6 0,0
Pro forma
Actual "after the Percentage
"before proposed Change
Per 100 NAIL shares " transaction" (%)
(Rand) (Rand)
Net asset value(2) 1 266,9 373,3
MetHold shares held(2) 178,0
Cash received in respect of 715,6
the proposed capital
reduction(2)
1 266,9 1 266,9 0,0
Net tangible asset value(2) 1 076,7 183,1
MetHold shares held(2) 178,0
Cash received in respect of 715,6
the proposed capital
reduction(2)
1 076,7 1 076,7 0,0
Notes:
1. The "before" column reflects the earnings and headline earnings per 100
NAIL shares for the six months ended 30 June 2003 calculated on the basis of a
weighted average of 121,515 million NAIL shares in issue throughout the period.
The "after" column reflects the earnings and headline earnings per 100 NAIL
shares excluding the dividend of 20,5 cents per MetHold distribution share for
the six months ended 30 June 2003 ("the final Methold dividend") and interest at
an after tax interest rate of 8,9% per annum on the total amount of the proposed
capital reduction for the six months ended 30 June 2003 ("the capital reduction
interest"). In addition, the "after" column assumes that upon implementation of
the proposed MetHold distribution and the proposed capital reduction each holder
of 100 NAIL shares will receive their pro rata portion of the final Methold
dividend and the capital reduction interest.
2. The "before" column reflects the net tangible asset value and net asset value
per 100 NAIL shares at 30 June 2003 and is based on 121,515 million NAIL shares
in issue at 30 June 2003. The "after" column reflects the net tangible asset
value and net asset value per 100 NAIL shares excluding the value of the
proposed MetHold share distribution based on the value of R5,95 per MetHold
share at 30 June 2003 ("the proposed Methold share distribution value") and the
total cash amount of R869,6 million to be distributed in terms of the proposed
capital reduction ("the proposed capital reduction value"). In addition, the
after column assumes that upon implementation of the proposed MetHold
distribution and the proposed capital reduction, each holder of 100 NAIL shares
will receive their pro rata portion of the proposed Methold share distribution
value and the proposed capital reduction value.
Save as set out above, no effect of taxes has been taken into account in the
calculation of the unaudited pro forma financial effects of the proposed
transaction.
7. ircular to NAIL shareholders
A circular, setting out full details of the proposed transaction, will be posted
to shareholders today, 25 February 2004.
Bryanston
25 February 2004
Investment bank Sponsor Corporate law
Investec Bank Investec Bank advisers and
Limited Limited consultants
(Registration (Registration number Edward Nathan &
number 1969/004763/06) Friedland (Pty)
1969/004763/06) Limited
Corporate Finance (Registration number
1999/026464/07)
Date: 25/02/2004 03:23:25 PM Produced by the JSE SENS Department
