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ADC - Empowerment Transaction Resulting In A 26% Black Economic Empowerment
Shareholding In ADC
ALLIANCE DATA CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/013402/06)
JSE Share code: ACD ISIN: ZAE000065165
(`ADC`)
EMPOWERMENT TRANSACTION RESULTING IN A 26% BLACK ECONOMIC EMPOWERMENT
SHAREHOLDING IN ADC
Warning: Investors are warned that investing in companies listed on ALTX is
speculative in nature and the JSE does not guarantee the viability or success of
the Company. In accordance with ALTx`s Listing Requirements, ADC is required to
appoint a Designated Advisor whose responsibility it will be to guide and assist
the Company in complying with and discharging its responsibilities under the
Listing Requirements. If ADC fails to retain a Designated Advisor, it faces
possible suspension and the subsequent termination of its listing without the
prospect of an appropriate offer being made to shareholders.
1. Introduction
Shareholders are advised that the controlling shareholder of ADC, Alliance
Data Corporation Holdings Limited (`Holdings`) has entered into an agreement
with National Pride 134 (Pty) Limited, trading as Bafokeng Investment Services,
(`BIS`), a Black Economic Empowerment (`BEE`) company, with regards to acquiring
a 26.67% shareholding in ADC (`the acquisition`). In the prospectus dated 15
March 2005 it was disclosed that Holdings has entered into an agreement to
dispose of 6,000,000 ADC shares to Orelebe Investments (Pty) Limited. This
agreement was not implemented and Holdings decided to sell the shares to BIS to
facilitate a BEE shareholding in ADC. BIS acquired 6,000,000 shares for a total
consideration of R 5.4 million, at a purchase price of 90 cents per ordinary ADC
share.
2. Rationale for the transaction
ADC`s solutions are focused on the mining industry, with a number of mining
houses forming part of its customer base. The transaction will provide ADC with
a presence in the Rustenburg area, which will provide the company with a
marketing springboard and support base amongst the mines in the area.
The transaction will result in 26% of ADC`s shareholding being held directly by
BEE shareholders, resulting in compliance with the stated objectives of the IT
Sector and Mining Sector Charters. The BEE shareholding will also facilitate
the expansion of ADC`s business and introduce and retain the critical and skills
base that is essential to ADC`s business going forward.
3. Details of BIS
BIS is a fully empowered company, which is owned by Peter Maema. Peter
Maema has provided IT services to customers in the region, and he has been
appointed as a director to the ADC board of directors with effect from 2 June
2005. This has been disclosed in terms of section 3.59 of the JSE Listing
Requirements.
4. Disclosure of directors interest in the sale of the ADC shares
Mr Eugene de Kok, a director of ADC is the major shareholder in Holdings
and in compliance with rule of 3.63 to 3.65 of the JSE Listing Requirements, the
following director dealing is disclosed:
Name of director: EA de Kok
Date of transaction: 1 June 2005
Nature of transaction: Sale
Price: 90 cps
Number of shares: 6 000 000
Total amount: R 5 400 000
Class of security: Ordinary shares
Nature of interest: Indirect Beneficial
Clearance obtained: Yes
3 June 2005
Johannesburg
Designated Advisor
Exchange Sponsors
Date: 03/06/2005 09:34:40 AM
Produced by the JSE SENS Department
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