| Tue 1 Jun 2004, 10:05 | | Altech/Altron - Joint announcement relating to the |
|
Altech/Altron - Joint announcement relating to the specific repurchase by Altech
of a 7.6% holding of its ordinary shares from Altron
ALLIED TECHNOLOGIES LIMITED ALLIED ELECTRONICS CORPORATION LIMITED
(Incorporated in the Republic of (Incorporated in the Republic of South
South Africa) Africa)
Company registration number Company registration number
1946/020415/06 1947/024583/06
Share Code: ALT Share Code: ATN
ISIN: ZAE000015251 ISIN: ZAE000029658
Share Code: ATNP
ISIN: ZAE000029669
(`Altech`) (`Altron`)
Joint announcement relating to the specific repurchase by Altech of a 7.6%
holding of its ordinary shares from Altron
1. Introduction
Further to the announcement that was issued on SENS on 20 May 2004 advising of
the acquisition by Altron of a additional 7.6% holding in the issued share
capital of Altech, shareholders of Altech and Altron are now advised that Altech
has entered into an agreement with the Altron Group (`the acquisition
agreement`), subject to conditions precedent including Altech shareholder
approval, to acquire the 8 048 242 ordinary shares (`repurchase shares`) in
Altech, representing 7.6% of the current issued ordinary share capital of Altech
at the price of R31.80 per repurchase share, plus acquisition and holding costs
of approximately 32 cents per repurchase share. The Altech dividend will accrue
to the wholly-owned subsidiary referred to in 2.2 below and will be offset
against the purchase price.
2 The specific repurchase
2.1 Rationale
Shareholders are advised that Altech and the Altron Group have entered into the
acquisition agreement as Altech did not have the authority to repurchase its
shares at the time the shares became available.. Resultantly, the Altron Group
acquired the repurchase shares with the intention of disposing of them to Altech
once the necessary authorities had been attained. Altech intends to obtain
approval from its shareholders in general meeting for a specific repurchase of
these shares from the Altron Group.
2.2 Terms of the specific repurchase
The repurchase shares were acquired by Altron One Nominees (Pty) Limited
(`AON`), a wholly-owned subsidiary of Altron. Altech will, subject to the
fulfilment of the conditions precedent detailed below, effect a specific
repurchase in terms of the Listings Requirements of the JSE Securities Exchange
South Africa (`JSE`), by acquiring the entire issued share capital of and loan
accounts against AON for a cash consideration of R246 976 706.. It is estimated
that the acquisition and holding costs will amount to 2 611 959 and the Altech
dividend, payable on 7 June 2004, will amount to R11 569 348, equivalent to a
net price reduction of approximately 111 cents per repurchase share, equivalent
to a consideration of 3069 cents per repurchase share.
2.3 Conditions precedent
The acquisition agreement is conditional upon, inter alia, the following
conditions precedent:
- the requisite approvals being received from the JSE;
- the passing of a special resolution by Altech`s shareholders in general
meeting authorising the specific repurchase, and
- the registration of the required special resolution by the Registrar of
Companies.
2.4 Funding for the acquisition
The acquisition of the repurchase shares will be funded out of Altech`s
available cash resources.
2.5 Treatment of repurchase shares
Altech will, pursuant to the acquisition of the repurchase shares, continue to
hold the repurchase shares through AON as treasury stock.
2.6 Related party and voting
In terms of the Listings Requirements of the JSE, the acquisition of the
repurchase shares is classified as a related party transaction. Accordingly,
Altron and AON will not be permitted to vote at the general meeting of Altech
shareholders and independent advisors must provide a fair and reasonable opinion
on the terms of the specific repurchase. Ernst & Young Corporate Finance have
been mandated to advise shareholders in this regard.
3 Financial effects on Altech shareholders
The pro forma financial effects of this transaction, which are based on Altech`s
financial results for its financial year ended 29 February 2004 and on its
consolidated balance sheet as at that date, are as follows:
Before the After the
transaction transaction Change
(cents per (cents per
share) 1 share)
Basic earnings 2 297.0 305.0 2.7%
Headline earnings 2 302.0 311.1 3.0%
Net asset value 3 1,484.0 1,352.4 -8.9%
Net tangible asset value 3 1,470.0 1,338.0 -9.0%
Notes
1 The `Before the transaction` financial information has been extracted,
without adjustment, from the published, audited consolidated annual financial
results of Altech for the financial year ended 29 February 2004.
2 The basic and headline earnings per share calculations have been based on the
assumptions that the transaction was implemented on 1 March 2003 and that it was
effective for the full financial year ended 29 February 2004. The `Before the
transaction` calculation is based on the weighted average number of shares in
issue for the financial year ended 29 February 2004 (105 221 000 shares). The
`After the transaction` calculation is based on deducting from that number the
repurchase shares to be held as treasury stock (resulting in 97 172 758 shares).
3 The net asset value and net tangible asset value per share calculations have
been based on the assumption that the transaction was implemented on 29 February
2004. The `Before the transaction` net asset value per share is calculated as
shareholders` equity divided by the total number of Altech shares in issue at 29
February 2004 (105 224 000 shares). The `After the transaction` calculation is
based on deducting from that number the repurchase shares to be held as treasury
stock (resulting in 97 175 758 shares).
4 Salient dates and times, general meeting and documentation
It is intended that a general meeting of shareholders will be held on Monday 5
July 2004 to pass the special resolution authorising Altech to acquire the
repurchase shares. A circular and a notice of general meeting of shareholders
will be sent to shareholders on or about Friday 11 June 2004. The dates and
times may be subject to amendment. Any such amendment will be published on SENS
and in the press.
Salient dates summary 2004
Circular to shareholders of Altech to be posted on Friday 11 June
or about
Last day for the receipt of forms of proxy for Thursday, 1 July
general meeting of shareholders
General meeting of shareholders at 3:15pm or as soon Monday 5 July
thereafter as possible
Results of Altech general meeting released on SENS Tuesday 6 July
Johannesburg
31 May 2004
Sponsor to Altech and Altron
Cazenove
Joint sponsor to Altron
Nedbank Corporate
Attorneys to Altech
HR Levin
