| Mon 19 Apr 2004, 8:38 | | Proposed Odd-lot Offer |
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Iliad Africa Limited - Proposed Odd-lot Offer
Release Date: 19/04/2004 08:16:03 Code(s): ILA
ILIAD AFRICA LIMITED - PROPOSED ODD-LOT OFFER
ILIAD AFRICA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/011938/06)
Share code: ILA ISIN: ZAE000015028
("Iliad")
PROPOSED ODD-LOT OFFER
1. Introduction
Shareholders are hereby advised that the board of directors of Iliad has
proposed, subject to receiving approval of shareholders at a general meeting
convened specifically for that purpose, to implement an odd lot offer ("the
odd lot offer").
2. Odd lot offer
2.1 Rationale
At 27 February 2004, 4 156 (49%) of the 8 538 registered Iliad shareholders
held less than 100 shares. These shareholders held in aggregate 95 077 shares
(or 0.06%) of the total number of 149 480 000 shares in issue. The proposed
odd lot offer will:
* enable Iliad to decrease the substantial recurring costs of administration
relating to this large number of small shareholdings on the Iliad share
register;
* enable odd lot shareholders to participate in the odd lot offer, either as
an affordable exit strategy or cost effective means of increasing their
shareholding.
2.2 Mechanism
All shareholders who hold less than 100 shares by the close of business on
Friday, 28 May 2004 ("the record date"), will be afforded the opportunity to
participate in the odd lot offer. The odd lot offer will be implemented on the
basis that the odd lot shareholders may, up to 12:00 on Friday, 28 May 2004,
elect either to:
* subscribe for sufficient number of additional shares from Iliad at the offer
price in order to increase their odd lot shareholdings to 100 shares; or
* sell their odd lot shareholdings to Iliad at the offer price; or
* retain their odd lot shareholdings.
2.3 Offer price
The offer price will be the price equivalent to the volume weighted average
traded price of Iliad shares on the JSE over the five trading days commencing
on Thursday, 22 April 2004 and ending on Thursday, 29 April 2004. The offer
price will be announced on SENS after the close of business on Friday, 30
April 2004 and published in the press on Monday, 3 May 2004.
2.4 Compulsory sale of odd lot shareholdings
Odd lot shareholders who do not elect, on or before 12:00 on Friday, 28 May
2004, any of the abovementioned alternatives, shall be deemed to have agreed
to sell their odd lot shareholdings to Iliad at the offer price. The documents
of title of certificated odd lot shareholders will have no value after Friday,
28 May 2004, other than to receive the proceeds of the sale of such shares.
3. Financial effects of the odd lot offer
Set out in the table below are the pro forma financial effects of the odd
lot offer based on Iliad"s published audited results for the year ended 31
December 2003. The pro forma financial effects have been prepared for
illustrative purposes only to provide information on how the odd lot offer may
have impacted the results and financial position of Iliad. Because of their
nature, the pro forma financial effects may not give a fair reflection of
Iliad"s financial position after the odd lot offer or the effect on future
earnings.
Percentage
Before1 After change
Earnings per share (cents) 75.2 75.2 -
Headline earnings per share (cents) 76.4 76.4 -
Weighted average number of shares in issue 88 478 042 88 382 965
Net asset value per share (cents) 276.26 276.08 (0.07)
Net tangible asset value per share (cents) 229.00 228.74 (0.11)
Number of shares in issue - net of
treasury shares 139 841 121 139 746 044
Notes:
1. The figures in the "Before" column have been extracted from the published
audited results for the year ended 31 December 2003.
2. The calculations of earnings per share and headline earnings per share in
the "After" column are based on the following assumptions:
* 95 077 shares being repurchased, and cancelled, in terms of the odd lot
offer on 1 January 2003 at an assumed offer price of 550 cents per share; and
* income on cash balances foregone accrued at an average before tax rate of
12% per annum.
3. The calculations of net asset value per share and net tangible asset value
per share in the "After" column are based on the assumption that 95 077 shares
were repurchased, and cancelled, in terms of the odd lot offer on 31 December
2003 at an assumed offer price of 550 cents per share.
4. Salient dates and times
The salient dates and times in respect of the odd lot offer are as follows:
2004
Posting of circular on Monday, 19 April
Election period for the odd lot offer opens on Monday, 19 April
Offer price finalised and announced on SENS after
close of business on Friday, 30 April
Offer price published in the press on Monday, 3 May
Forms of proxy for the general meeting to be
received by the transfer secretaries by 10:30 on Friday, 7 May
General meeting to be held at 10:30 on Tuesday, 11 May
Results of general meeting and finalisation
announcement announced on SENS on Tuesday, 11 May
Results of general meeting and finalisation
announcement published in the press on Wednesday, 12 May
Last day to trade in Iliad shares and be eligible
to participate in the odd lot offer on Friday, 21 May
Shares trade "ex" the odd lot offer on Monday, 24 May
Record date to determine those shareholders
entitled to participate in the odd lot offer, at
the close of business on Friday, 28 May
Election period for the odd lot offer closes at 12:00 on Friday, 28 May
Forms of election and surrender (together with
relevant documents of title/cheque/banker"s draft,
as applicable) in respect of certificated shareholders
to be received by the transfer secretaries by 12:00 on Friday, 28 May
New share certificates and cheques/electronic transfers
in respect of certificated shareholders posted/effected
against surrender of existing documents of title from Monday, 31 May
Dematerialised shareholders will have their safe custody
accounts held at their Central Securities Depository
Participant or broker updated with their new
shareholding and debited/credited with the cash
amount, as the case may be, in respect of the odd lot offer on Monday, 31 May
Implementation of the odd lot offer takes
effect at the commencement of business on Monday, 31 May
Results of the odd lot offer announced on SENS on Monday, 31 May
Results of the odd lot offer published in the press on Tuesday, 1 June
Notes:
* The above dates and times are subject to change. Any changes will be
released on SENS and published in the press.
* Shareholders may not dematerialise or rematerialise their Iliad shares
between Monday, 24 May 2004 and Friday, 28 May 2004, both days inclusive.
5. General meeting and circular
The general meeting of Iliad shareholders will be held at First Floor, East
Block, Pineslopes Office Park, corner The Straight and Witkoppen Road,
Lonehill, Sandton at 10:30 on Tuesday, 11 May 2004 for the purposes of
considering and, if deemed fit, passing, with or without modification, the
resolutions necessary to implement the odd lot offer.
A circular to shareholders containing full details of the odd lot offer, a
notice of general meeting, a form of proxy, a form of election and a form of
surrender, will be posted to shareholders today.
Johannesburg
19 April 2004
Sponsor
BRIDGE CAPITAL
Reporting accountants and auditors
Grant Thornton
Chartered Accountants (SA)
Accountants, Auditors & Business Advisers
