| Thu 19 Aug 2004, 14:31 | | Aquilla Growth Limited - Results Of General Meetin |
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Aquilla Growth Limited - Results Of General Meeting
AQUILLA GROWTH LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/003158/06)
Share code: AQL ISIN: ZAE000013959
(`Aquila` or `the company`)
RESULTS OF GENERAL MEETING
1. Results of general meeting
At a general meeting held today, shareholders approved:
1.1 the specific repurchase of 14 310 494 Aquila shares from Aquila`s wholly-
owned subsidiary;
1.2 an initial distribution in anticipation of the company`s voluntary winding-
up (`the advance payment`) of:
*38 653 400 Peermont Global Limited (`Peermont Global`) shares as a dividend in
specie (equivalent to 30.9465 Peermont Global shares per 100 Aquila shares);
*a dividend in cash of R28.7 million (equivalent to 23 cents per Aquila share)
out of pre- 1 October 2001 capital reserves;
*cash of R108.7 million (equivalent to 87 cents per Aquila share) by way of:
- a payment out of share premium of R83.7 million (equivalent to 67 cents per
Aquila share) in terms of section 90 of the Companies Act; and
- a dividend of R25 million (equivalent to 20 cents per Aquila share) out of
revenue reserves;
1.3 the proposed voluntary liquidation of Aquila.
2. Salient dates and times
Following the general meeting, shareholders are reminded of the following
salient dates and times:
2004
Last day to trade in order to settle by the
record date and to qualify to participate in
the advance payment on Friday, 27 August
Aquila shares trade ex-advance payment on Monday, 30 August
Record date to be eligible to participate in
the advance payment on Friday, 3 September
Electronic transfer of funds or cheques and
Peermont Global share certificates posted
to shareholders who have not dematerialised
their shares on Monday, 6 September
Dematerialised shareholders` accounts held at
their CSDP or broker credited and Peermont
Global share certificates issued on Monday, 6 September
Note:
2.1 Share certificates may not be dematerialised or rematerialised between
Monday, 30 August 2004 and Friday, 3 September 2004, both days inclusive.
2.2 Shareholders are advised that Peermont Global is currently not listed and
they will therefore not be able to trade in the Peermont Global shares on the
JSE Securities Exchange South Africa (`the JSE`). Peermont Global has made an
application to list on the JSE, with a targeted listing date of Thursday,
9 September 2004, subsequent to which shareholders will be able to trade in
their Peermont Global shares on the JSE. These share certificates will be
required to be dematerialised prior to trading and it could take between one and
ten days to dematerialise, depending on the volumes being processed.
3. Further disposals
3.1 Gerber Global Limited (`Gerber Global`)
On 20 July 2004, Aquila entered into an agreement with Mr AG Hammond for the
disposal of all Aquila`s shares and loans in Gerber Global for a cash
consideration of R70 000. The transaction is subject to the approval of the
South African Reserve Bank Exchange Control Department. The investment had been
written down to zero in Aquila`s 2004 and 2003 annual financial statements,
therefore the disposal has no significant financial effects on Aquila.
3.2 AquiTec Technology Holdings (Pty) Limited (`AquiTec`)
On 20 July 2004, Aquila concluded an agreement with Templar Investments
Limited, Vantage Venture Partners (Pty) Limited, The Clarob Trust BVI and
AquiTec for the disposal of Aquila`s 79.2% interest in AquiTec and all claims
against the AquiTec Group for a total consideration of US$2.2 million. The
directors` valuation of this investment as at 29 February 2004 was R14.7
million.
The transaction is subject to:
*the completion of a satisfactory due diligence by The Clarob Trust BVI; and
*the approval of the South African Reserve Bank Exchange Control Department.
3.3 Just Fun Holdings (Pty) Limited (`Just Fun`)
On 2 August 2004, Aquila concluded an agreement with Robgarbar Manufacturing
(Pty) Limited and NIB-MDM Private Equity Fund 1 for the disposal of Aquila`s 30%
interest in Just Fun, to be implemented by means of a specific share buy-back.
In terms of the agreement, Just Fun will buy back Aquila`s interest in Just Fun
for an amount of R7 987 500. The specific buy-back will be implemented on 31
August 2004. The directors` valuation of this investment as at 29 February 2004
was R10 million, therefore the disposal has no significant financial effects on
Aquila.
3.4 Just Time (Pty) Limited (`Just Time`)
On 4 August 2004, Aquila concluded an agreement with Robgarbar Manufacturing
(Pty) Limited and NIB-MDM Private Equity Fund 1 for the disposal of Aquila`s 30%
interest in Just Time and all Aquila`s claims against Just Time. The shares were
sold at par value, being an amount of R30, and the claims were sold at their
capital amount of R1 012 500, plus accrued interest thereon. The disposal
consideration will be paid to Aquila on 31 August 3004, being the effective date
of the disposal. Aquila`s investment in Just Time was reflected at the capital
amount of the claim of R1 012 500 in its 2004 annual financial statements,
therefore the disposal has no significant financial effects on Aquila.
4. Current status
Following the completion of the above-mentioned disposals and the advance
payment, the company will no longer hve any investments, and will only have
cash. Immediately prior to the company entering the formal liquidation process,
a further distribution in cash will be made to shareholders on or before
November 2004. Shareholders will be timeously informed of further developments
in the winding-up process.
Johannesburg
19 August 2004
Corporate advisor and sponsor
BRIDGE CAPITAL
Date: 19/08/2004 02:29:08 PM Produced by the JSE SENS Department
