| Thu 9 Sep 2004, 8:34 | | IST Group Limited Ethos Private Equity - Final |
|
IST Group Limited Ethos Private Equity - Final Increase Of The Scheme
Consideration To R2.00 Per Ist Share, Amendment To The Composition Of The
Consortium And Adjournment Of The Scheme Meeting
IST GROUP LIMITED ETHOS PRIVATE EQUITY
(Incorporated in the Republic
of South Africa)
(Registration number
1998/011521/06)
Share code: IST
ISIN: ZAE000015798
(`IST`)
FINAL INCREASE OF THE SCHEME CONSIDERATION TO R2.00 PER IST SHARE, AMENDMENT TO
THE COMPOSITION OF THE CONSORTIUM AND ADJOURNMENT OF THE SCHEME MEETING
1. Introduction
Shareholders are referred to the IST announcement dated 12 July 2004, which
appeared on SENS and in the press. The announcement contained details of a
scheme of arrangement in terms of section 311 of the Companies Act, 1973 (Act 61
of 1973), as amended (`the scheme`) proposed by Manupont 198 (Proprietary)
Limited (`Manupont`), between IST and its shareholders, in terms of which
Manupont will acquire all of the shares in IST.
Manupont is the offeror in terms of the scheme. If the scheme is implemented, it
will result in Manupont becoming the owner of the entire issued share capital of
IST. Manupont is wholly owned by Swanvest 320 (Proprietary) Limited
(`Swanvest`). The shareholders of Swanvest are the members of a consortium led
by Ethos Private Equity Limited, which has been formed for the purposes of
acquiring IST in terms of the scheme.
On 19 August 2004, the salient dates and times and supplementary information
relating to the scheme were announced on SENS and in the press, and a circular
containing full details of the scheme was posted to IST shareholders.
2. Final increase of the scheme consideration
On Tuesday 7 September 2004, Manupont advised the IST board that it had
increased the scheme consideration from R1.80 per IST share to a final offer of
R2.00 per IST share and that the scheme consideration will not be further
increased. Shareholders are advised that this statement by Manupont constitutes
a `no increase statement` in terms of the Securities Regulation Code and Rules
of the Securities Regulation Panel (`the SRP Code`) and accordingly, Manupont is
prohibited from further increasing the offer consideration.
Furthermore, in terms of the SRP Code, if the scheme is unsuccessful, Manupont
will be prohibited from making a subsequent offer to acquire IST for a period of
12 months from the date of the scheme meeting.
3. Amendment to composition of the consortium
Shareholders are advised of a revision in the percentage interest held in
Swanvest, the ultimate shareholder of Manupont, by ICT Investments (Proprietary)
Limited (`ICT`). ICT, a BEE shareholder, will increase its shareholding in
Swanvest from 12.5% plus one share to 25.0% plus one share. Initially this
additional 12.5% interest was to have been warehoused by Ethos Private Equity
Fund IV and Ethos Technology Fund I, to be made available in due course to an
appropriate BEE partner.
The revised interests of the consortium members in Swanvest are as follows:
Percentage interest
Ethos Private Equity Fund IV and
Ethos Technology Fund I 52.70
ICT Investments (Proprietary) Limited,
a BEE shareholder 25.00
IST management 20.00
AD Moffat 1.15
L Robertson 1.15
100.00
4. Revised pro forma financial effects
The following table illustrates the revised unaudited pro forma financial
effects of the scheme on IST shareholders who are entitled to participate in the
scheme and receive the scheme consideration. The unaudited pro forma financial
effects have been prepared for illustrative purposes only.
Before After Change
(cents) (cents) (%)
Market value per share -
14 May 2004 (1) 156.0 200.0 28.2
Market value per share -
7 September 2004 (2) 175.0 200.0 14.3
Net tangible asset value
per share - 29 February 2004 70.4(3) 200.0 184.1
Net asset value per share -
29 February 2004 103.6(3) 200.0 93.1
Earnings per share - 12 months
ended 29 February 2004 19.3(3) 11.2(4) (42.0)
Headline earnings per share -
12 months ended
29 February 2004 18.4(3) 11.2(4) (39.1)
Diluted earnings per share -
12 months ended
29 February 2004 17.2(3) 11.2(4) (34.9)
Diluted headline earnings per
share - 12 months ended
29 February 2004 16.4(3) 11.2(4) (31.7)
1. The last day prior to publication of the first
cautionary announcement in respect of the scheme.
2. Last practicable date prior to finalisation of this
announcement.
3. Extracted from the audited financial statements for
the year ended 29 February 2004.
4. Pro forma earnings and headline earnings per share
assuming that the scheme consideration had been
invested for 12 months and earned an effective
after-tax interest rate of 5.6% per annum.
5. Adjournment of the scheme meeting
Manupont and IST believe that it is appropriate that IST shareholders should be
given sufficient time to analyse the revised offer consideration of R2.00 per
share. Accordingly, although the scheme meeting convened to be held at 10:00 on
Monday 13 September 2004 will be held on that date, the Chairman of the scheme
meeting will be requested to adjourn the scheme meeting until 10:00 on Monday 27
September 2004 to be held at the same venue, being the offices of Attorneys
Webber Wentzel Bowens, 10 Fricker Road, Illovo, Johannesburg, 2196.
The amended important dates and times in respect of the scheme are as follows:
2004
Last day to trade in order
to vote at the scheme meeting
on Wednesday 15 September
Record date to vote at the
scheme meeting at 17:00 on Wednesday 22 September
Last day for receipt of proxies
for the scheme meeting by
10:00 on Thursday 23 September
Scheme meeting to be held at
10:00 on Monday 27 September
Results of the meeting published
on SENS on Monday 27 September
Results of the meeting published
in the press on or about Tuesday 28 September
Report of chairman of the scheme
meeting available for inspection
on Tuesday 28 September
Court hearing to sanction the
scheme on Tuesday 5 October
Announcement of Court sanction of
the scheme published on SENS Tuesday 5 October
Announcement of Court sanction of
the scheme published in the
press on or about Wednesday 6 October
If the scheme is sanctioned and
all conditions precedent fulfilled:
Last day to trade for shareholders
to be eligible to receive the
scheme consideration on Friday 8 October
Suspension of listing of IST shares
at commencement of trading on Monday 11 October
Record date on which shareholders
must be recorded in the register
of members of IST in order to
receive the scheme consideration
by 17:00 on Friday 15 October
Operative date of the scheme at the
commencement of trading on Monday 18 October
Scheme consideration posted to
certificated scheme participants
(if documents of title are
received on or prior to the
consideration record date) on or
about or, Monday 18 October
failing receipt of documents of
title on or before the
consideration record date, within
five business days of receipt
thereof by the transfer secretaries.
Dematerialised scheme participants
have their accounts held at their
CSDP or broker credited with the
scheme consideration on Monday 18 October
Termination of listing of IST`s
shares on the JSE at the
commencement of trading on Tuesday 19 October
Notes:
1. These dates and times are subject to change. In particular they may change
due to delays beyond the control of the offeror and IST in obtaining the
approval of the South African competition authorities. Any such change will be
published on SENS and in the press. Any reference to time is a reference to
South African time.
2. If a form of proxy is not received by the time and date shown above, it may
be handed to the chairman of the scheme meeting up to 10 minutes before the
commencement of the scheme meeting.
3. Shareholders should note that as IST is settling through STRATE, settlement
for trade takes place 5 (five) business days after such trade. Therefore
shareholders who acquire IST shares after Wednesday 15 September 2004 will not
be eligible to vote at the scheme meeting.
4. No dematerialisation or rematerialisation of IST shares may take place
after Friday 8 October 2004.
6. Voting at the scheme meeting
6.1 Shareholders holding shares in certificated form or shareholders who hold
shares in dematerialised form with `own name registration` who have already
submitted a form of proxy indicating how they wish to vote at the scheme meeting
and:
* who do not wish to change their votes in light of the
increased scheme consideration, need not submit new
proxy forms nor take any further action;
* who wish to change their votes in light of the
increased scheme consideration must:
- submit a new form of proxy in terms of the
timetable set out above; or
- attend the scheme meeting to vote in person or
by proxy, revoking any previous form of proxy
submitted.
6.2 Shareholders holding shares in dematerialised form without `own name
registration` who have already furnished their Central Securities Depository
Participant (`CSDP`) or broker with instructions on how they wish to vote at the
scheme meeting and:
* who do not wish to change their votes in light of the
increased scheme consideration, need not take any
further action;
* who wish to change their votes in light of the
increased scheme consideration must:
- contact their CSDP or broker to advise them
that they wish to change their vote; or
- obtain the necessary representation letter from
their CSDP or broker to attend the scheme
meeting to vote in person or by proxy.
6.3 All new proxy forms received pursuant to the instructions set out above
will supercede any proxy previously lodged.
7. Further documentation
A copy of this announcement will be sent to all IST shareholders together with a
new form of proxy for use by shareholders holding shares in certificated form or
shareholders who hold shares in dematerialised form with `own name
registration`.
Pretoria
8 September 2004
Merchant bank and transactional sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Corporate Finance
Independent financial adviser
Deloitte
BEE adviser to the consortium
Matumi
Attorneys to IST
Hofmeyr Herbstein & Gihwala Inc
Technology adviser to the consortium
Ethos Technology
Reporting Accountants
PricewaterhouseCoopers
Sole arranger
Barclays
Sponsor
Nedbank Capital
Attorneys to the scheme
Webber Wentzel Bowens
