| Fri 13 May 2005, 12:52 | | Revised terms and salient dates announcement |
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Imperial Holdings Limited - Revised terms and salient dates announcement
Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021048/06)
JSE code: IPL ISIN number: ZAE000003620
(`Imperial`)
Revised terms and salient dates announcement
1. Introduction
Shareholders are referred to the terms announcement, released on SENS on 5 April
2005 and in the press on 6 April 2005 (`the terms announcement`), relating to a
black economic empowerment (`BEE`) transaction concluded between Imperial and
Lereko Mobility (Proprietary) Limited (`Lereko Mobility`), a company formed by a
broad-based black empowerment consortium (`Lereko Consortium`), led by Lereko
Investments (Proprietary) Limited (`Lereko Investments`). Shareholders were
advised in the terms announcement that Lereko Mobility would acquire
approximately 7.25% of Imperial`s post-transaction equity, net of its treasury
shares and excluding its deferred ordinary shares (`the BEE transaction`).
Shareholders are advised that all substantive agreements in relation to the
funding of the BEE transaction have now been concluded and accordingly, the
final terms of the BEE transaction have been agreed. Although there have not
been any material changes to the terms set out in the terms announcement, there
have been some revisions to the terms of certain instruments and the pricing has
been updated to reflect market conditions ruling on 21 April 2005. In addition,
the number of Imperial ordinary shares in issue has changed slightly since the
date the terms announcement was published. Such revisions are detailed in
paragraph 2 below. Accordingly, this announcement must be read in conjunction
with the terms announcement.
The salient dates of the BEE transaction are set out in paragraph 5 below.
2. Revisions to the terms announcement
2.1 The scheme and the issue of the preferred ordinary shares
The scheme:
Number of ordinary shares to be 14 532 422
repurchased by Imperial*
Scheme consideration per share R96.85
(unchanged)
Portion of scheme consideration per R31.50
share used to acquire a debenture
(i.e. one debenture acquired for each
scheme share sold)
Specific issue of preferred ordinary
shares to Lereko Mobility:
Annual preferred ordinary share 535c
distribution
Number of preferred ordinary shares to 14 516 617
be issued by Imperial (unchanged)
- number issued at their par value of 4 6 197 294
cents each
- number issued at R96.85 each 8 319 323
Total consideration in respect of the R805 974 325
preferred ordinary shares issued by
Imperial
- consideration for those issued at 4 R247 892
cents each
- consideration for those issued at R805 726 433
R96.85 each
Facilitation of BEE transaction by
Imperial:
Total number of preferred ordinary 6 197 294
shares issued at their par value of 4
cents each
- number issued in lieu of Imperial`s 20 246
equity contribution (unchanged)
- balance issued at their par value of 4 6 177 048
cents each
* Note that this number may still change, albeit immaterially, as a result of
changes to the number of ordinary shares in issue that take place from
today`s date to the record date of the scheme and as a result of rounding
in the number of scheme shares to be surrendered.
2.2 Funding
Revised consideration amounts:
- Equity investment by Lereko Consortium R2 million
(unchanged)
- Subordinated funding (debentures) R458 million
(unchanged)
- Senior funding (preference shares) R377 million
Total funding raised by Lereko Mobility R837 million
Revised terms of the debentures:
- Principal amount per debenture R41.50
- Issue price per debenture R31.50
- Minimum yield to maturity (nacs): 11.54%
- The following formula will be used in
the calculation of the equity-linked
interest bonus:
if S is greater than B:
equity-linked interest bonus = SR x (S-B)
otherwise:
equity-linked interest bonus = 0
where:
SR = 0.25, being the share ratio, which
means the number of Imperial shares
attributable to each debenture, as
adjusted for the occurrence of relevant
corporate events;
S = 10-day VWAP, calculated over the
10 consecutive trading days up to, and
including, 10 September 2010, provided
that if that day is not a trading day,
the 10-day VWAP shall be calculated up
to, and including, the immediately
preceding trading day;
B = R145.25, being the base price, as
adjusted for the occurrence of relevant
corporate events.
3. Pro forma financial effects
The effect of the changes detailed above has not resulted in any material change
in the financial effects of the BEE transaction as presented in the terms
announcement.
4. Opinion
KPMG Services (Proprietary) Limited (`KPMG`) was appointed by the Imperial board
of directors to advise whether the BEE transaction is fair and reasonable, as
required in terms of the Listings Requirements of the JSE. KPMG, in its capacity
as independent expert, has advised shareholders and the board that it is of the
opinion that the terms and conditions of the BEE transaction are fair and
reasonable to shareholders. The text of the letter from KPMG will be contained
in the circular sent to shareholders, as more fully set out in paragraph 6
below.
5. Salient dates
2005
Last day to trade in order to vote Thursday 26 May
at the scheme meeting
Record date to vote at the scheme
meeting Thursday 2 June
Last day for receipt of proxies for
the scheme meeting by 10:00 on Friday 3 June
Last day for receipt of proxies for
the general meeting by 10.30 on Friday 3 June
Scheme meeting to be held at 10:00
on Monday 6 June
General meeting to be held at 10:30
or as soon as the scheme meeting is
finalised or adjourned, whichever
time is the later on Monday 6 June
Results of the general meeting and
scheme meeting published on SENS on
or about Monday 6 June
Report of the Chairman of the
scheme meeting available for
inspection from Tuesday 7 June
Results of the general meeting and
scheme meeting published in the
press on or about Tuesday 7 June
Court hearing to sanction the Tuesday 14 June
scheme
If the scheme is sanctioned:
Announcement of Court sanction of
the scheme published on SENS Tuesday 14 June
Announcement of Court sanction of
the scheme published in the press
on or about Wednesday 15 June
Last day to trade for shareholders
in order to be eligible to receive
the scheme consideration Friday 17 June
Listing of the debentures under the
JSE Code `LMID` and ISIN
ZAE000067229 Monday 20 June
Imperial ordinary shares trade `ex`
the scheme under new ISIN
ZAE000067211 Monday 20 June
Record date on which shareholders
must be recorded in the Imperial
register in order to receive the
scheme consideration Friday 24 June
Operative date of the scheme at the
commencement of trading on Monday 27 June
Issue of debentures to scheme
participants Monday 27 June
Scheme consideration, debenture
certificates and balance of
ordinary share certificates posted
to certificated scheme participants
(if documents of title are received
on or prior to the consideration
record date) on or about Monday 27 June
or, 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 27 June
Notes:
1. These dates and times are subject to change. Any material 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 for the scheme or general meeting is not received by the
time and date shown above, it may be handed to the chairman of the scheme or
general meeting up to 10 minutes before the commencement of the scheme or
general meeting.
3. Shareholders should note that as trades in Imperial shares are settled
through STRATE, settlement for trade takes place five business days after such
trade. Therefore, shareholders who acquire shares after Thursday 26 May 2005
will not be eligible to vote at the scheme meeting.
4. No dematerialisation or rematerialisation of any Imperial shares currently in
issue may take place after the close of business on Friday 17 June 2005.
6. Documentation
The circular to shareholders (containing, inter alia, the scheme documentation,
the additional information required by the JSE and the notice of general
meeting) and the pre-listing statement for the debentures will be sent to
shareholders today.
Johannesburg
13 May 2005
Merchant Bank to Imperial and Sponsor to Imperial
transaction adviser Merrill Lynch
RMB
Date: 13/05/2005 11:41:58 AM
Produced by the JSE SENS Department
