| Wed 25 May 2005, 16:35 | | Winding Up, Distribution In Specie |
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Corpcapital Limited - Winding Up, Distribution In Specie And Further Cash
Distribution
CORPCAPITAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1983/011384/06)
JSE Share code: CPA
ISIN: ZAE000034260
(`Corpcapital`)
WINDING UP, DISTRIBUTION IN SPECIE AND FURTHER CASH DISTRIBUTION
INTRODUCTION
On 10 May 2005, with its interim results, Corpcapital announced that it would be
putting proposals to shareholders which entail inter alia the winding up of
Corpcapital. This announcement summarises the proposals, which are more fully
described in a circular posted to shareholders today.
In order to optimise value for shareholders, it is proposed (the `New
Corpcapital proposal`) to wind up Corpcapital and distribute to shareholders all
the issued shares in Corpcapital Controlling Company (Pty) Limited, currently a
wholly owned subsidiary of Corpcapital, which has been converted to a public
company and renamed New Corpcapital Limited. The shares in New Corpcapital
Limited will be mirror-listed on the JSE Securities Exchange South Africa
(`JSE`).
THE NEW CORPCAPITAL PROPOSAL
If the New Corpcapital proposal is approved by shareholders:
- all the issued shares of New Corpcapital will be distributed (the `dividend
in specie`) to shareholders recorded in Corpcapital`s members` register on
Friday 1 July 2005 (the `record date`);
- Corpcapital`s shareholders will acquire pursuant to the dividend in specie
the same number of shares in New Corpcapital as they hold in Corpcapital on the
record date;
- the listing of Corpcapital shares on the JSE will be terminated and
replaced with the listing of the New Corpcapital shares;
- New Corpcapital, which will be listed on the JSE pursuant to the mirror
listing, has the same board, management and strategy as Corpcapital. As a
result, New Corpcapital`s objective of expeditiously completing the realisation
strategy and returning maximum value to shareholders will be served by staff and
a board who know the history and bring consistency in experience and expertise;
- the value to be returned to shareholders will be enhanced by the
application of STC exemptions to the dividend of 50 cents per share paid in
January and the dividend in specie, both of which are in anticipation of winding
up;
- the value to be returned to shareholders will be further enhanced in that
payments by New Corpcapital to shareholders will be in reduction of its share
premium and not as dividends which would be subject to STC; and
- if shareholders approve the New Corpcapital proposal, the board continues
to estimate (the `realisation estimate`) that shareholders can expect further
distributions amounting to some 29 cents per share, over time and subject to the
outcome of disputed claims. This estimate includes a further interim payment to
shareholders on an STC-free basis of an aggregate amount of R40 million or 10,5
cents per share, which it is expected will be made by Corpcapital or New
Corpcapital in the next few months; and
- save in respect of the interim payment of 10.5 cents referred to above, the
New Corpcapital proposal will not affect the timing of the realisation of assets
or the ultimate distribution to shareholders.
In order to give effect to the New Corpcapital proposal, it is required that
shareholders approve resolutions for the dividend in specie, voluntary winding
up of Corpcapital and incidental matters. Corpcapital shareholders controlling
approximately 67% of the issued share capital of Corpcapital have irrevocably
undertaken to vote in favour of all resolutions necessary to give effect to the
New Corpcapital proposal.
FINANCIAL EFFECTS
The only asset of Corpcapital is its holding of New Corpcapital shares, all of
which would be distributed pursuant to the dividend in specie. After
distribution of the dividend in specie, shareholders will hold the shares in New
Corpcapital directly. Accordingly, the New Corpcapital proposal will have no
effect on the net asset value, net tangible asset value, earnings and headline
earnings attributable to shareholders.
IMPORTANT DATES AND TIMES
2005
Issue and posting of circular Wednesday, 25 May
Last day to lodge forms of proxy for Wednesday, 15 June
the general meeting by 10:00 on
General meeting to be held at 10:00 Friday, 17 June
on
Announcement of results of general
meeting on the Securities Exchange Friday, 17 June
News Service
Publication of announcement of
results of general meeting in the Monday, 20 June
press
Last day to trade in order to Friday, 24 June
qualify for the dividend in specie
and to trade in Corpcapital shares
The mirror listing (in effect the Monday, 27 June
replacement of the listing of
Corpcapital with the listing of New
Corpcapital) takes effect at
commencement of business on
Shares in Corpcapital suspended Monday, 27 June
The record date for the dividend in Friday, 1 July
specie and to be recorded in the
register of Corpcapital
Termination of the listing of Monday, 4 July
Corpcapital shares at commencement
of trade and distribution to
shareholders of dividend in specie
From the day following the last day to trade no
dematerialise or rematerialise orders in respect of
Corpcapital shares will be processed
Melrose Arch
25 May 2005
Corporate advisor, legal advisor and sponsor
Java Capital
Auditors and reporting accountants
PKF (Jhb) Inc
