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AME - Results Of Annual General Meeting: Proposed Consolidation Of Share Capital
And Odd Lot Offer
African Media Entertainment Limited
(Incorporated in the Republic of South Africa)
(Registration number 1926/008797/06)
Share code AME ISIN ZAE000014106
(`AME` or `the company`)
RESULTS OF ANNUAL GENERAL MEETING: PROPOSED CONSOLIDATION OF SHARE CAPITAL AND
ODD LOT OFFER
1. Introduction
Shareholders are advised that, at the annual general meeting of AME held on
24 May 2004, the resolutions required to consolidate the share capital of
the company (`the consolidation`) and to implement an offer to holders of
less than 100 shares in the company after the consolidation (`odd lot
holders`) (`the odd lot offer`) were approved by the requisite majorities
of shareholders. Where necessary, the resolutions have been submitted to
the Registrar of Companies for registration. Full details of the proposals
are set out in this announcement.
2. The consolidation
The authorised and issued share capital of AME consisting of 1 500 000 000
and 864 686 953 ordinary shares of 1 cent each, respectively, will be
consolidated by 1-for-100 into 15 000 000 and 8 646 870 ordinary shares of
100 cents each, respectively.
It is anticipated that the consolidation will result in the share price of
AME on the JSE Securities Exchange South Africa (`the JSE`) increasing by a
factor of 100 from the date of consolidation, which is expected to be
Monday 21 June 2004.
The consolidation will result in shareholders who have not yet
dematerialised their AME shares having to surrender their existing
certificates of title in exchange for new certificates reflecting the
consolidation and a circular to shareholders containing a form of surrender
will be posted to shareholders on Monday 31 May 2004.
Shareholders who have dematerialised their shares need take no further
action, as their safe custody accounts will automatically be updated in
accordance with the agreement between them and their respective Central
Securities Depository Participant (`CSDP`) or broker.
3. The odd lot offer
The odd lot offer will be made to all odd lot holders recorded in the
register on Friday 2 July 2004. In terms of the odd lot offer, odd lot
holders may, up to 12:00 on Friday 2 July 2004 (`the record date`), elect
either:
- to purchase additional shares at 500 cents per share (i.e. after the
consolidation) (`the offer price`) in order to increase their holdings
to 100 shares (`the purchase alternative`); or
- to sell their shares to the company at the offer price plus a premium
of 5% (`the cash alternative`); or
- to retain their shares (`the retention alternative`).
If an odd lot holder does not elect the purchase alternative, the cash
alternative or the retention alternative on or before the record date, such
odd lot holder will be deemed to have accepted the cash alternative.
The shares sold in terms of the cash alternative will be acquired by AME or
a subsidiary of AME as a specific repurchase in terms of the Listings
Requirements of the JSE (`the Listings Requirements`). To the extent that
there are insufficient shares to satisfy the requirement of odd lot holders
who elect the purchase alternative, AME will issue new ordinary shares in
terms of its authority to issue shares for cash.
The odd lot offer opens for acceptance from Monday, 31 May 2004 and closes
at 12:00 on Friday 2 July 2004. Transaction costs of the odd lot offer will
be for the account of the company.
4. Salient dates and times
2004
Circular posted to shareholders Monday 31 May
Odd lot offer opens Monday 31 May
Last day to trade in AME shares in pre-consolidation form Friday 18 June
List date: consolidation of share capital becomes effective Monday 21 June
Record date for the consolidation Friday 25 June
Last day to trade in AME shares (in order to be eligible
to participate in the odd lot offer) Friday 25 June
Record date for the odd lot offer (to determine the
shareholders entitled to participate in the
odd lot offer) Friday 2 July
Odd lot offer closes at 12:00 Friday 2 July
Forms of surrender for new certificates to be received
by the transfer secretaries in order for new
certificates reflecting the consolidation
to be posted on Monday 5 July 2004, by close of business Friday 2 July
Forms of election and surrender to be received by the
transfer secretaries by 12:00, failing which odd lot
holders will be deemed to have accepted the cash
alternative Friday 2 July
New certificates reflecting the consolidation posted
where forms of surrender and documents of title have
been received by close of business on Friday 2 July 2004.
Where forms of surrender and documents of title are
received after this time and date, new certificates
reflecting the consolidation will be posted within
five business days after receipt Monday 5 July
New certificates for additional shares and cheques posted.
Accounts at CSDP or broker credited or debited and updated Monday 5 July
Results of odd lot offer published on SENS Monday 5 July
Results of odd lot offer published in the press Tuesday 6 July
Notes:
1. These dates and times are subject to change. Any such change will be
released on SENS and published in the press.
2. Dematerialised shareholders/odd lot holders must advise their CSDP or
broker of the action they wish to take. This must be done in terms of the
agreement between them and the CSDP or broker.
3. Shares may not be dematerialised or rematerialised between Monday 21 June
2004 and Friday 2 July 2004, both days inclusive.
5. Financial effects
Implementation of the odd lot offer will not have any material effect on
the earnings, headline earnings, net asset value or net tangible asset
value per AME share.
6. Circular to shareholders
A circular to AME shareholders containing details of the consolidation and
the odd lot offer (containing a form of surrender in respect of the
consolidation and a form of election and surrender in respect of the odd
lot offer) will be posted to shareholders on 31 May 2004.
Parktown
24 May 2004
Corporate adviser
LANARK FINANCIAL SERVICES
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Attorneys
ZENWILL LACOB ATTORNEYS
Auditors
Charles Orbach & Company
Chartered Accountants (SA) Registered Accountants & Auditors
Date: 24/05/2004 03:48:06 PM Produced by the JSE SENS Department
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