| Wed 6 Jul 2005, 8:49 | | Sasani Limited - Salient Dates Announcement |
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Sasani Limited - Salient Dates Announcement
SASANI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1955/000259/06)
Share code: SSA ISIN: ZAE000044384
(`Sasani` or `the Company`)
SALIENT DATES ANNOUNCEMENT REGARDING:
* THE CONCLUSION OF THE INDEPENDENT BIDDING PROCESS FOR THE REMAINING
BUSINESS ASSETS OF SASANI LIMITED; and
* A PROPOSED DELISTING OF THE SHARES OF SASANI PURSUANT TO A SCHEME OF
ARRANGEMENT IN TERMS OF SECTION 311 OF THE COMPANIES ACT
ANNOUNCEMENT REGARDING THE SCHEME OF ARRANGEMENT IN TERMS OF SECTION 311 OF
THE COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED (`THE COMPANIES ACT`),
PROPOSED BY AMRITE INVESTMENTS (PROPRIETARY) LIMITED (`AMRITE`) BETWEEN SASANI
AND ITS SHAREHOLDERS, OTHER THAN SASANI MANAGEMENT COMPANY (PROPRIETARY)
LIMITED (`THE SCHEME`)
1. INTRODUCTION
Further to the announcement of 6 June 2005 regarding the scheme, shareholders
are hereby apprised of the following matters:
2. MEETING IN REGARD TO THE SCHEME
By way of Order of the High Court of South Africa (`the Court`), a meeting of
Sasani shareholders, other than Sasani Management Company (Proprietary)
Limited, to consider and to vote on the scheme will be held at the offices of
Sasani at Sasani Studios, 2 Johannesburg Road, Highlands North, Johannesburg
on Monday, 1 August 2005 at 10:00 (`the scheme meeting`).
In accordance with the requirements of the Securities Regulation Panel (`the
SRP`), the votes attaching to the shares in Sasani owned and/or controlled by
the management consortium involved in the proposing of the scheme, will not be
voted.
3. REMAINING CONDITIONS PRECEDENT TO THE SCHEME
The implementation of the scheme (and the substitute offer referred to in
paragraph 9) is subject to certain conditions precedent being fulfilled, as
more fully set out and described in the circular to shareholders to be posted
pursuant to the Order of Court granted on 5 July 2005, in terms whereof leave
was granted for a meeting of the shareholders of Sasani to be convened
for purposes of considering and, if deemed fit, approving (with or without
modification), the scheme. Such conditions precedent include, inter
alia, approval of the scheme by the requisite majority of scheme members; the
sanctioning of the scheme by the High Court of South Africa; and the
registration by the Registrar of Companies of the Order
of Court sanctioning the scheme.
4. FINANCIAL EFFECTS OF THE SCHEME
The following table and accompanying notes set out the unaudited pro forma
financial effects of the scheme on a Sasani shareholder as well as certain JSE
Limited (`JSE`) comparative information.
It should be noted that the unaudited pro forma financial effects presented
are presented for illustrative purposes only and because of their nature, may
not give a fair reflection of Sasani`s financial position or the effect of
future earnings after the implementation of the scheme.
Before After Percentage
Market value per share (cents) 205,0 3 207,0 2 1,0
Market value per share (cents) 198,0 4 207,0 2 4,5
Earnings per share (cents) 7,5 1 3,6 5 (52,0)
Headline earnings per share (cents) 4,7 1 3,6 5 (23,4)
Net asset value per share (cents) 289,2 1 207,0 2 (28,4)
Net tangible asset value per
share (cents) 236,1 1 207,0 2 (12,3)
NOTES:
1. Extracted from the published interim financial results of Sasani for the
six months ended 31 December 2004.
2. The scheme consideration offered to Sasani shareholders in terms of the
scheme.
3. The closing JSE market price of a Sasani share at 3 June 2005, being the
last practicable date prior to the publication of the announcement of 6 June
2005 advising shareholders of the proposed scheme.
4. The closing JSE market price of a Sasani share at 28 June 2005, being the
last practicable date prior to the finalisation of this announcement.
5. For purposes of calculating the earnings and headline earnings per share,
it was assumed that:
* the scheme was implemented on 1 July 2004;
* interest at an after-tax rate of 3,5% per annum was earned on the scheme
consideration for the six months ended 31 December 2004. A tax rate of 30%
was applied.
6. No effect has been given to Capital Gains Tax that may be applicable to
Sasani shareholders.
5. INDEPENDENT OPINION ON THE SCHEME
In accordance with the requirements of the SRP, KPMG Services (Proprietary)
Limited (`KPMG`) has been appointed as the independent financial adviser to
advise the board of directors of Sasani on whether the terms and conditions of
the scheme are fair and reasonable to scheme members. Having considered the
terms and conditions of the scheme, KPMG is of the opinion that they are fair
and reasonable to scheme members. The text of the letter from KPMG in this
regard will be contained in the document referred to in paragraph 10 below.
6. SUSPENSION AND TERMINATION OF THE LISTING OF THE SHARES OF SASANI ON THE
JSE
Subject to the scheme becoming operative in accordance with the `Important
dates and times` referred to in paragraph 8 below, the JSE has granted
approval for:
6.1 the suspension of the listing of the shares of the Company on the JSE
with effect from the commencement of trading on the JSE on Monday, 22 August
2005; and
6.2 the termination of the listing of the shares of the Company on the JSE
with effect from the commencement of trading on the JSE on Tuesday, 30 August
2005.
7. IRREVOCABLE UNDERTAKINGS
Irrevocable conditional undertakings to vote in favour of the scheme or, if
applicable, to accept the substitute offer referred to in paragraph 9 below,
have been received from the following shareholders:
Shareholder Number of shares Percentage of scheme shares
Sasani Investments (Proprietary)
Limited 19 578 510 30,3
Coronation Capital Limited 19 992 931 30,9
8. IMPORTANT DATES AND TIMES
The following dates and times are pertinent to the scheme:
2005
Last day to trade shares on the JSE in order to vote at the
scheme meeting on Thursday, 21 July
Voting record date for purposes of being entitled to vote
at the scheme meeting on Thursday, 28 July
Last day for receipt of proxies for the scheme meeting
by 10:00 (see notes below) on Friday, 29 July
Scheme meeting to be held at 10:00 on Monday, 1 August
Results of scheme meeting released on Securities
Exchange News Service
of the JSE (`SENS`) on Monday, 1 August
Results of scheme meeting published in the press on Tuesday, 2 August
The Court hearing to sanction the scheme on Tuesday, 16 August
Fulfilment of conditions precedent to the scheme
released on SENS on Wednesday, 17 August
Fulfilment of conditions precedent to the scheme
published in the press on Thursday, 18 August
Expected last day to trade on the JSE for shareholders
to be eligible to receive the scheme consideration on Friday, 19 August
Expected suspension of listing of Sasani shares on the
JSE from the commencement of trading on the JSE on Monday, 22 August
Expected scheme consideration record date on which
shareholders must be recorded in the register of shareholders
in order to receive the scheme consideration by 12:00 on Friday, 26 August
Expected operative date of the scheme at the commencement of
trading on the JSE on Monday, 29 August
Scheme consideration expected to be posted to certificated
scheme participants (if documents of title are received
by the transfer secretaries of Sasani on or
before 12:00 on Friday, 26 August 2005) on
OR
failing receipt of documents of title on or before 12:00 on Friday, 26 August
2005, within five
business days of receipt thereof by the transfer secretaries
of Sasani on Monday, 29 August
Dematerialised scheme participants expected to have their
accounts held at their Central Securities Depository
Participant or broker credited with the scheme consideration
on Monday, 29 August
Expected termination of the listing of the Company`s shares
on the JSE from the commencement
of trading on the JSE on Tuesday, 30 August
NOTES:
* All or any of the above dates and times is subject to change. Any such
change will be released on SENS and published in the press.
* Shareholders are advised that as trading in shares is settled within the
STRATE environment five business days following a trade, shareholders
acquiring shares after Thursday, 21 July 2005 will not be eligible to vote at
the scheme meeting.
* If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairman of the scheme meeting not
less than 10 minutes before the scheduled time for the commencement of the
scheme meeting.
* No dematerialisation or rematerialisation of Sasani share certificates may
take place after Friday, 19 August 2005.
* Should the scheme not become operative for any reason whatsoever, Amrite
will make an irrevocable conditional substitute offer to shareholders, other
than Sasani Management (Proprietary) Limited, as indicated in paragraph 9
below.
9. SUBSTITUTE OFFER
In the event that the scheme is not implemented, Amrite will make a
conditional offer (`the substitute offer`) to eligible shareholders to acquire
their shares in terms of section 440 of the Companies Act for the same
consideration as that payable to scheme members in terms of the scheme.
Full details of the substitute offer and the terms and conditions applicable
thereto are contained in the document referred to in paragraph 10 below.
10. POSTING OF DOCUMENTATION
A document providing full details of the proposed scheme and the substitute
offer, such document having been approved by the SRP and the JSE, will be
posted to shareholders on or about 8 July 2005.
Johannesburg
6 July 2005
Corporate adviser and sponsor to Sasani
PRICEWATERHOUSECOOPERS
Corporate Finance(Pty)Ltd
(Registration number 1970/003711/07)
Independent financial adviser
KPMG
Independent corporate law adviser to Sasani
TABACKS
Auditors and reporting accountants
PRICEWATERHOUSECOOPERS
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration no 1998/012055/21)
Legal advisers to the consortium
HARTY RUSHMERE
Date: 06/07/2005 07:15:10 AM
Produced by the JSE SENS Department
