| Wed 7 Sep 2005, 8:34 | | Group Five - BEE ownership transaction; salient da |
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Group Five - BEE ownership transaction; salient dates announcement and
introduction of a new management incentive scheme
Group Five Limited
(Incorporated in the Republic of South Africa)
(Registration number 1969/000032/06)
JSE code: GRF
ISIN: ZAE 000027405
(`Group Five` or `the Company`)
BEE OWNERSHIP TRANSACTION SALIENT DATES ANNOUNCEMENT AND INTRODUCTION OF A NEW
MANAGEMENT INCENTIVE SCHEME
1. Introduction
Shareholders are referred to the announcement dated 8 August 2005, which set out
the terms of the Company`s Black Economic Empowerment ownership initiative that
will introduce black people into the shareholding structure of the Company (`the
BEE transaction`). The implementation of the BEE transaction is subject to
shareholder approval at a general meeting of the shareholders of Group Five,
which will be held immediately after the close of the Annual General Meeting of
Group Five shareholders on 29 September 2005.
2. New Management Incentive Scheme
Due to recent developments in the regulatory environment, and best practice in
local and global share schemes, Group Five has reviewed the current Group Five
Share Incentive Scheme and identified the need for it to be replaced with a more
efficient scheme. The proposed New Management Incentive Scheme has the
advantages of simpler mechanics, it optimises the tax position of the company
and the employees and is easier to administer. The current Group Five Share
Incentive Scheme, which operates as an option scheme, will remain in place for
options currently granted under this scheme, until such time as these options
are exercised or lapse. The sizing of the aggregate incentive schemes and their
salient features remains unchanged as set out in the table below:
Current Proposed Scheme
Scheme
Maximum number of shares 11 036 000* 11 036 000*
available to Scheme
as a percentage of current 15% 15%
shares issued
Maximum number of shares 1 500 000 1 500 000
available to individual
as a percentage of current 2% 2%
shares issued
Discount to Market Value on date 15% 15%
of option/ SAR
Vesting period 2 years - 50% 2 years - 50%
3 years -75% 3 years -75%
4 years - 100% 4 years - 100%
Lapsing period 10 years 7 years
* at no time will the aggregate number of shares available to both schemes
exceed 11 036 000 Group Five shares.
The implementation of the New Management Incentive Scheme is subject to
shareholder approval, which will be sought at the general meeting to be held on
29 September 2005.
The New Management Incentive Scheme is not part of the BEE transaction; Group
Five has determined that it is more efficient to communicate the two matters
simultaneously to shareholders. The New Management Incentive Scheme should not
be confused with the Black Management Scheme which is part of the BEE
transaction.
3. Salient dates and times
The expected dates and times pertaining to the general meeting are set out
below:
2005
Forms of proxy for the general meeting to be
received by 12:00 on Tuesday, 27 September
General meeting of ordinary shareholders to be
held immediately after the close of the AGM
which begins at 12:00 on Thursday, 29 September
Results of the general meeting to be released on
SENS on Thursday, 29 September
Results of the general meeting to be published
in the South African press on Friday, 30 September
If shareholders vote in favour of the BEE
Transaction, then the following dates apply
Issue of new Group Five shares Monday, 3 October
Commencement of listing of new Group Five shares
Monday, 3 October
Notes:
1. Any variation of the above dates and times will be released on SENS and
published in the press.
2. Dematerialised shareholders, other than own name dematerialised shareholders,
must provide their Central Securities Depository Participant (`CSDP`) or broker
with their instructions for voting at the general meeting by the cut-off time
and date advised by their CSDP or broker for instructions of this nature.
4. Empowerdex`s opinion on the BEE transaction
Group Five engaged Empowerdex (Pty) Ltd (`Empowerdex`), in its capacity as an
economic empowerment rating agency, to conduct a transaction review and
compliance analysis on the BEE transaction. Based on information and
documentation provided by Group Five, iLima Consortium (Pty) Ltd and Mvelaphanda
Group Ltd, Empowerdex found that the proposed BEE transaction currently scores
in excess of 80% on the ownership scorecard contained in the latest draft of The
Codes of Good Practice on Broad-based Black Economic Empowerment published by
the Department of Trade and Industry, which measures voting rights, economic
interest and net equity.
5. Circular
A circular, which has been approved by the JSE, providing full information on
the BEE Transaction; the New Management Incentive Scheme and incorporating a
notice in respect of the general meeting of Group Five shareholders was posted
to Group Five shareholders on Tuesday, 6 September 2005. Copies of the circular
may be obtained during normal business hours from the registered office of Group
Five, 371 Rivonia Boulevard, Rivonia.
Sandton
7 September 2005
Investment bank, Transaction Advisor and Sponsor to Group Five
Nedbank Capital
Reporting Accountants and Auditors
PriceWaterhouseCoopers
Attorneys
Prinsloo, Tindle and Andropoulos Inc
Economic empowerment rating agency
Empowerdex
