| Mon 14 Mar 2005, 15:28 | | Results Of The General Meeting And Important Dates |
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AST - Results Of The General Meeting And Important Dates Relating To The Rights
Offer
AST Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/021790/06)
Share code: AAA
ISIN: ZAE000049441
(`AST` or `the Company`)
RESULTS OF THE GENERAL MEETING AND IMPORTANT DATES RELATING TO THE RIGHTS OFFER
RESULTS OF THE GENERAL MEETING, UPDATE ON TRANSACTION AND IMPORTANT DATES AND
TIMES RELATING TO THE RIGHTS OFFER, MERGER AND NAME CGANGE
1. RESULTS OF THE GENERAL MEETING
AST shareholders are referred to the cautionary announcements dated 29 September
2004 and 10 November 2004, respectively, and the announcements dated 13 December
2004 and 25 January 2005, respectively, in which AST shareholders were informed
of the conclusion of agreements in terms of which:
AST-A Holdings (Proprietary) Limited, a wholly-owned subsidiary of AST, would
acquire certain information technology businesses and interests from Gijima
Support Services (Proprietary) Limited, Gijima Technologies (Proprietary)
Limited and Gijima Technologies Group (Proprietary) Limited (collectively `the
sellers`), which are owned and controlled by Gijima Info Technologies Afrika
(Proprietary) Limited (`Gijima`), for a purchase consideration to be settled by
way of an issue of ordinary shares in AST (`the consideration shares`) (`the
merger`); and
AST would undertake a partially underwritten rights offer for an amount of R160
million, of which an amount of R116.75 million would be underwritten by the
Iscor Pension Fund, Kumba Resources Limited, The Standard Bank of South Africa
Limited and Cadtech (Proprietary) Limited (collectively `the lenders`), who are
existing lenders to AST (`the rights offer`),
(collectively `the transaction`).
At the general meeting held at 09:00 on Monday, 14 March 2005, the requisite
majorities of AST shareholders approved the resolutions necessary to:
- increase the authorised share capital of AST;
- place sufficient unissued AST shares under the control of the directors to
implement the transaction;
- approve the merger;
- approve the change of AST`s name to `Gijima AST Group Limited` with effect
from Friday, 22 April 2005 (`the name change`); and
- waive any requirement for a mandatory offer to be made in connection with the
merger or the rights offer, subject to the Securities Regulation Panel
granting the necessary dispensation.
Upon approval of the rights offer by the JSE Securities Exchange South Africa
(`JSE`) the registration of the relevant special resolutions by the Registrar of
Companies and the Registrar of Companies approving the rights offer, all
outstanding conditions precedent to the merger agreement and to the underwriting
agreement will have been fulfilled or waived and the merger agreement and the
underwriting agreement will become unconditional. AST shareholders will be
advised on or about 18 March 2005 if such registration does not occur as
expected.
2. RIGHTS OFFER
2.1 Background
The purpose of the rights offer is to raise additional capital for AST to repay
certain debts and bolster its working capital. In terms of the rights offer, AST
shareholders, recorded in the register at the close of trade on Friday, 8 April
2005, will receive the right to subscribe for additional shares in AST (`AST
shares`) of 0.1 cent each on the basis of 229.991 AST shares for every 100 AST
shares held on the record date (`the rights shares`), at a price of 35 cents per
rights share.
2.2 Further developments
On 10 March 2005, Allan Gray Limited, in its capacity as duly authorised agent
for certain investors, (`Allan Gray`) entered into an underwriting agreement
with AST to underwrite the rights offer for an amount of R43.25 million (`the
Allan Gray underwriting agreement`) which has resulted in the rights offer being
fully underwritten. In terms of the Allan Gray underwriting agreement, no
underwriting commission is payable by the Company to Allan Gray.
If R43.25 million or less of underwriting is required, then Allan Gray will rank
ahead of the lenders in regard to the underwriting and the obligations of the
lenders in respect of the underwriting shall be reduced to nil. If more than
R43.25 million of underwriting is required, then Allan Gray shall subscribe for
and be allotted R43.25 million worth of rights shares and the lenders acting as
underwriters shall subscribe for and be allotted the balance of any rights
shares in the ratio in which they currently underwrite.
The shares issued in terms of this rights offer will not be registered for
purposes of the rights offer with the Securities and Exchange Commission,
Washington, D.C., or with the Canadian Provincial Securities Commission or with
the Australian Securities Commission under the Australian Corporation Law, as
amended. Accordingly, the rights offer will not be made to or be open for
acceptance by persons with registered addresses in the United States of America
or any of its territories, dependencies, possessions or commonwealths or in the
District of Columbia or in the Dominion of Canada or in the Commonwealth of
Australia, its states, territories or possessions. The CSDP or broker will
ensure that where such persons are holding AST shares in dematerialised form
that the CSDP or broker adheres to the above restrictions.
The rights offer is still subject to the approval of the JSE.
2.3 Action to be taken by AST shareholders
A circular to AST shareholders will be posted on 11 April 2005 to holders of
certificated AST shares (`certificated AST shareholders`) and to those AST
shareholders who have dematerialised their shares (`dematerialised AST
shareholders`) and who have indicated to their Central Securities Depository
Participants (`CSDP`) or brokers that they wish to receive such communications
by the Company.
Certificated AST shareholders will also receive a printed form of instruction in
respect of a renounceable (nil paid) letter of allocation. Holders of
dematerialised AST shares will not receive a printed form of instruction in
respect of a renounceable (nil paid) letter of allocation and should receive
notification from their CSDP or broker regarding the rights shares to which they
are entitled in terms of the rights offer. Holders of dematerialised AST shares
are required to notify their duly appointed CSDP or broker of their acceptance
of the rights offer in the manner and time stipulated in the agreement governing
the relationship between them and their CSDP or broker. If their CSDP or broker
does not obtain instructions, they are obliged to act in terms of their mandate
or, if the mandate is silent in this regard, not to subscribe for rights shares
in terms of the rights offer.
3. THE NAME CHANGE
The board of directors of AST proposed changing the Company`s name in order to
reflect its newly-acquired Black Economic Empowerment status, the demographics
of its shareholder base and the constituent parts of the enlarged AST. AST
shareholders have approved the relevant special resolution.
Accordingly, at the commencement of trading on Friday, 22 April 2005:
- AST will trade on the JSE under the name of Gijima AST Group Limited;
- the short form of the Company`s name will change from `AST Group` to `Gijima
AST`;
- the Company`s share code will change from `AAA` to `GIJ`; and
- the Company`s ISIN will change to ZAE000064606.
Certificated AST shareholders are required to surrender their existing documents
of title, if they have not done so already, in order to receive new share
certificates, at no charge, reflecting the new name of the Company. A form of
surrender to be used for this purpose was attached to the circular to AST
shareholders dated 18 February 2005 and will be attached to the circular to be
posted to AST shareholders on 11 April 2005. Holders of dematerialised AST
shares are not required to take any further action.
4. IMPORTANT DATES AND TIMES
Subsequent to the merger agreement and the underwriting agreement becoming
unconditional, the following important dates and times relate to the rights
offer and the name change.
4.1 Important dates in relation to the rights offer
Last day to trade in AST shares in order to qualify to participate in the rights
offer (cum entitlement): Friday, 1 April 2005
Listing of letters of allocation on the JSE commences: Monday, 4 April 2005
Letters of allocation commence trading on the JSE with effect from commencement
of trading on: Monday, 4 April 2005
AST shares commence trading ex rights on the JSE: Monday, 4 April 2005
Record date for the rights offer at the close of trade: Friday, 8 April 2005
Rights offer opens and circular posted to AST shareholders: Monday, 11 April
2005
Last day for trading in letters of allocation on the JSE: Thursday, 21 April
2005
Listing of rights shares on the JSE commences: Friday, 22 April 2005
Rights offer closes (12:00): Friday 29 April 2005
Record date for letters of allocation: Friday, 29 April 2005
Entitlements in terms of the rights offer available: Tuesday, 3 May 2005
Rights shares issued and posted to holders of certificated AST shares on or
about: Tuesday, 3 May 2005
CSDP or broker accounts in respect of holders of dematerialised AST shares
debited and updated on: Tuesday, 3 May 2005
Results of rights offer announced on SENS: Tuesday, 3 May 2005
Consideration shares issued to the sellers: Wednesday, 4 May 2005
Refund cheques to holders of certificated AST shares, if applicable, in respect
of unsuccessful excess applications: Wednesday, 4 May 2005
Results of rights offer published in the press: Wednesday, 4 May 2005
4.2 Important dates in relation to the name change
Last day to trade AST shares listed under the name AST: Thursday, 21 April 2005
Listing of new securities under the name Gijima AST Group Limited on the JSE
commences: Friday, 22 April 2005
Record date for the name change at the close of trade: Friday, 29 April 2005
New shares issued and posted to holders of certificated AST shares on or about:
Tuesday, 3 May 2005
CSDP or broker accounts in respect of holders of dematerialised AST shares
updated on: Tuesday, 3 May 2005
New securities commence trading on the JSE: Wednesday, 4 May 2005
Notes:
1. These dates and times are subject to amendment. Any such amendment will be
published on SENS and in the press.
2. In respect of AST shares, share certificates may not be dematerialised or
rematerialised between Monday, 4 April 2005 and Friday, 8 April 2005 both days
inclusive.
3. Share certificates in the `old` name of AST may not be dematerialised or
rematerialised after Thursday, 21 April 2005.
Samrand
14 March 2005
Investment bank and transactional sponsor to AST
STANDARD BANK
Lead sponsor to AST
J. P. MORGAN EQUITIES LIMITED
Corporate advisers to Gijima
PRICEWATERHOUSECOOPERS CORPORATE FINANCE (PROPRIETARY) LIMITED
and REGIMENTS CAPITAL
Attorneys to AST
ROUTLEDGE MODISE MOSS MORRIS
Corporate law advisers to Gijima
EDWARD NATHAN
Reporting accountants for AST
PRICEWATERHOUSECOOPERS INC.
Independent expert to AST
KPMG SERVICES (PROPRIETARY) LIMITED
Attorneys to Gijima
CHUENE KWINANA MOTSATSE
Reporting accountants on Gijima
KPMG INC
Underwriters to the proposed rights offer
ALLAN GRAY LIMITED AS AGENT FOR ITS CLIENTS
CADTECH (PROPRIETARY) LIMITED
ISCOR PENSION FUND
KUMBA (PROPRIETARY) LIMITED
THE STANDARD BANK OF SOUTH AFRICA LIMITED
