| Tue 19 Apr 2005, 17:26 | | Increase in Scheme Consideration to 200 cents |
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SAAB SA/ Grintek - Increase in Scheme Consideration to 200 cents per Grintek
Share
Grintek Limited
(Incorporated in the Republic of South Africa)
(Registration number 1955/000013/06)
Share code: GNK ISIN: ZAE000003067
(`Grintek`)
SAAB South Africa (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/015031/07)
(`SAAB SA`)
INCREASE IN SCHEME CONSIDERATION TO 200 CENTS PER GRINTEK SHARE
1. Introduction
Shareholders are referred to the previous announcements and the circular
issued on 1 April 2005 (`scheme circular`) regarding the proposed scheme of
arrangement under section 311 of the Companies Act, 1973, as amended, (`the
scheme`)
* in terms of which SAAB SA, a wholly-owned subsidiary of SAAB AB, had
offered Grintek shareholders, other than SAAB AB, SAAB SA, Kunene
Finance Company (Proprietary) Limited and Kunene Technology
(Proprietary) Limited, a cash consideration of 190 cents per Grintek
share (`scheme consideration`).
* in relation to which a scheme meeting has been convened to be held at
11h00 on Monday, 25 April 2005, at the address referred to in 5 below,
for the purpose of considering and, if deemed fit, approving, with or
without modification, the scheme (`scheme meeting`).
2. Increase in scheme consideration and revised pro forma financial effects
SAAB SA wishes to announce that it has informed the Grintek board of
directors (`Grintek board`) that it has increased the scheme consideration,
as it is entitled to do, to 200 cents per Grintek share. The Grintek board
has approved such increase. The following table, which replaces the table on
page 28 of the scheme circular, sets out the revised illustrative pro forma
financial effects of the scheme consideration at 200 cents per share. The
pro forma financial effects have been prepared using the latest available
financial information, for illustrative purposes only to provide information
about how the scheme might have affected the financial information presented
and, because of their nature, may not give a true reflection of the
financial effects of the scheme.
Before After the %
the scheme(ce change
scheme(ce nts per
nts per share)
share)
Market value per share and cash received 138 200 45
(1) 130 200 54
30-day volume weighted average market
value per share and cash received (2) 5,3 6,0 13
Earnings per share (3) 6,3 6,0 (5)
Headline earnings per share (3) 1,5 6,0 300
Dividend per share (4) 151,1 200 32
Net asset value per share and cash 122,2 200 64
received (5)
Net tangible asset value per share and
cash received (5)
Notes:
1. The `Before the scheme` column reflects the closing JSE securities exchange
South Africa (`JSE`) market value per Grintek share on 8 November 2004,
being the day immediately preceding publication of the detailed cautionary
announcement. The `After the scheme` column shows the consideration to be
received per Grintek share.
2. The `Before the scheme` column reflects the 30-day volume weighted average
JSE market value per Grintek share calculated for the 30 days up to and
including 8 November 2004, being the day preceding publication of the
detailed cautionary announcement. The `After the scheme` column shows the
consideration to be received per Grintek share.
3. The `Before the scheme` column reflects the earnings and headline earnings
per share from the unaudited interim results for the six months ended 31
December 2004. The `After the scheme` column shows the after tax interest
income that a Grintek shareholder would have earned had the consideration
to be received per Grintek share been invested at an after-tax 6 month
fixed deposit compounded interest rate of 6% per annum on 1 July 2004 for a
period of 6 months.
4. The `Before the scheme` column reflects the dividend distributed per share
for the six month period ended 31 December 2004. The `After the scheme`
column shows the after tax interest income that a Grintek shareholder would
have earned had the consideration to be received per Grintek share been
invested at an after-tax 6-month fixed deposit compounded interest rate of
6% per annum on 1 July 2004 for a period of 6 months.
5. The `Before the scheme` column reflects the unaudited net asset value and
net tangible asset value per share at 31 December 2004. The `After the
scheme` column shows the consideration to be received per Grintek share.
6. The possible application of Capital Gains Tax has not been taken into
account in the calculations above.
3. Irrevocable commitments
Following the increase in the scheme consideration, irrevocable commitments
to vote in favour of the scheme at the scheme meeting have been received
from the following Grintek shareholders:
Shareholder No. of shares Percentage of
scheme shares
Old Mutual Life Assurance Company SA 48 881 267 29.33
Investec Asset Management (Proprietary) 17 000 010 10.20
Limited
Stanlib Asset Management Limited 13 395 315 8.04
Sanlam Investment Management 11 506 355 6.90
(Proprietary) Limited
Sanlam Life Insurance Limited 11 458 623 6.88
Old Mutual Unit Trusts 3 915 883 2.35
Community Growth Fund 1 750 617 1.05
107 908 070 64.75
Collectively, the above scheme participants hold 64.75% of the scheme shares
on behalf of clients.
4. Securities Regulation Panel confirmation
The Securities Regulation Panel has been given appropriate confirmation (in
accordance with its requirements) that SAAB SA will have sufficient cash
resources available to meet its obligations in terms of the increased scheme
consideration.
5. Action to be taken by Grintek shareholders
Grintek shareholders are accordingly advised that the scheme meeting will
still take place as set out in the scheme circular and announced in the
press on Monday 4 April 2005, at the registered office of Grintek, 44 Oak
Avenue, Highveld Technopark, Centurion at 11:00 on Monday, 25 April 2005,
and that forms of proxy must still be lodged with or mailed to Computershare
Investor Services 2004 (Proprietary) Limited, 70 Marshall Street,
Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be received by no
later than 11h00 on Thursday, 21 April 2005.
5.1 Grintek shareholders holding shares in certificated form or Grintek
shareholders who hold shares in dematerialised form with `own name regis
who have already submitted a form of proxy indicating how they wish to v
the scheme meeting and:
5.1.1 who wish to change their votes in light of the increased sche
consideration must:
- submit a new form of proxy in terms of the timetable set out in
the scheme circular; or
- attend the scheme meeting to vote in person or by proxy,
revoking the previous form of proxy submitted;
5.1.2 who do not wish to change their votes in light of the increase
consideration need not submit new proxy forms nor take any further
5.2 Grintek 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
vote at the scheme and:
5.2.1 who wish to change their votes in light of the increased sche
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;
5.2.2 who do not wish to change their votes in light of the increas
consideration need not submit new proxy forms nor take any further
5.3 All new proxy forms received pursuant to the instructions set out above
will supercede any proxy previously submitted.
5.4 If a proxy form has not yet been sent, the Grintek shareholder concerned is
referred to the instructions set out in the scheme circular for the submission
of proxy forms, or may attend the scheme meeting in person.
6. Contact details
Any Grintek shareholder who requires assistance with the contents of this
announcement, the delivery of proxy forms or the attendance at the scheme
meeting may contact either of the following persons at Nedbank Capital, the
corporate advisor to SAAB SA:
Andy Challis (011) 295 8522 / 082 886 4824
Vusi Riba (011) 295 7481 / 082 857 0726
Centurion
19 April 2005
Investment bank and corporate advisor to SAAB SA
Nedbank Capital, a division of Nedbank Limited
Corporate law advisor to SAAB SA
Edward Nathan (Pty) Ltd
Independent advisor and sponsor to Grintek
Investec Bank Limited
Date: 19/04/2005 05:18:07 PM
Produced by the JSE SENS Department
