| Thu 6 Oct 2005, 7:01 | | DNA - Termination of listing and the voluntary win |
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DNA - Termination of listing and the voluntary winding up of the Company
DNA Supply Chain Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004875/06)
Share code: DNA & ISIN: ZAE000022794
("DNA" or "the Company")
ANNOUNCEMENT REGARDING THE TERMINATION OF LISTING AND THE VOLUNTARY WINDING UP
OF THE COMPANY
1. Introduction
Shareholders are advised that the board of directors of DNA has resolved to,
subject to the condition precedent in paragraph 3 below:
* apply to the JSE Limited ("JSE") for the termination of its listing ("the
delisting"); and
* voluntary wind up DNA,
(collectively, "the transactions").
2. Rationale for the transactions and opinions and recommendations
DNA was suspended from the JSE on 15 October 2003. Since this date, shareholders
have not had a regulated market to trade their shares.
Although interest has been shown by a few parties to either use DNA as a vehicle
for a reverse listing or to buy control of DNA as an alternative to DNA being
delisted and liquidated, no success has been achieved.
The board of directors ("the board")are therefore of the opinion that it is in
shareholders best interests to delist and liquidate the Company. Accordingly,
the board recommends that shareholders vote in favour of the resolutions
necessary to authorise the transactions. The directors intend to vote in favour
of the transactions.
3. Condition precedent
Implementation of the transactions are subject to the passing by the
shareholders of DNA of the resolutions necessary to effect the delisting and the
voluntary winding up of DNA.
4. Listing on the JSE
Subject to the fulfilment of the condition precedent set out in paragraph 3
above, application has been made to the JSE for the termination of listing of
DNA from commencement of business on or about Monday, 14 November 2005.
5. The voluntary winding up and the distribution
Subject to the passing (and registration by the Registrar of Companies, where
required) of the resolutions which are to be proposed at the general meeting of
the shareholders of DNA to be held on Friday, 28 October 2005 at 10h30 or
immediately after the conclusion of the annual general meeting, whichever is the
later, DNA will be wound up in terms of a members" voluntary winding up. The
winding up is expected to be completed in approximately 18 months. During this
period, costs will be incurred in terms of the actual winding up. Furthermore,
expenses and other taxes may also have to be paid by DNA. Accordingly, the exact
quantum and payment date of the distribution is unknown. However, the
distribution is expected to be approximately 0,5 cents per share. At the
appropriate date, shareholders of DNA will be advised of such distribution in
writing, by the liquidator.
6. Pro forma financial information
The pro forma financial information is to provide shareholders with information
about the impact of the transactions by illustrating how the transactions might
have affected a DNA shareholder, had the transactions been undertaken at the
commencement of the period being reported on, or in the case of a pro forma
balance sheet, at the date reported on.
The unaudited pro forma financial effects of the transactions on a DNA
shareholder, are set out below. The unaudited pro forma financial information
provided is the responsibility of the directors. The unaudited pro forma
financial information has been prepared for illustrative purposes only and
because of its nature, may not fairly reflect the financial position of a DNA
shareholder, after the transactions.
The table below sets out the financial effects of the expected distribution of
0,5 cents per share on a DNA shareholder per 100 shares held.
Pro forma
after the
Before distribution %
(cents) (cents) change
Market value (1) 100 - (100)
(Loss) earnings (64) 2,3 104
Headline (loss) earnings (64) 2,3 104
Net asset value 80 50 (38)
Net tangible asset value 80 50 (38)
The calculation of the financial effects was based on the following:
* The "Before" column is based on the audited results of DNA for the year ended
31 December 2004.
* Market value (1) in the "Before" column is the closing market price per DNA
share on the JSE on 15 October 2003, being the day the share was suspended.
* In the "Pro forma after the distribution" column, earnings per share and
headline earnings per share represent interest had the distribution been
invested at a notional after tax rate of 4,55% from 1 January 2004 to 31
December 2004. The net asset value and net tangible asset value are based on an
expected distribution of 0,5 cents per share.
* For purposes of calculating the effect on the "Pro forma after the
distribution" column, earnings and headline earnings per share, net asset value,
and net tangible asset value per share, a total of 625 595 514 DNA ordinary
shares were used.
7. Salient dates
The salient dates and times are as follows:
2005
Circular posted to shareholders on Thursday, 6 October
Last day for shareholders to lodge forms of
proxy for the annual general meeting, by 10h00 on Wednesday, 26 October
Last day for shareholders to lodge forms of proxy
for the general meeting, by 10h30 on Wednesday, 26 October
Annual general meeting at 10h00 on Friday, 28 October
General meeting held at 10h30 or immediately after
the conclusion of the annual general meeting,
whichever is the later on Friday, 28 October
Results of the general meeting released on SENS on Friday, 28 October
Results of the general meeting published in the press on Monday, 31 October
Last day to trade for shareholders to receive the
distribution on Friday, 4 November
Record date for shares to appear in the register for
the distribution (if any) on Friday, 11 November
Expected termination of listing at commencement of
trade on or about Monday, 14 November
Notes:
1. The above dates and times are subject to change. Any change of the above
dates and times, approved as necessary by the JSE will be published in the press
and released on SENS.
2. If you are a DNA shareholder and have dematerialised your shares with a CSDP
or broker, other than with own name registration, you must arrange with them to
provide you with the necessary authorisation to attend the general meeting or
you must instruct them as to how you wish to vote in this regard. This must be
done in terms of the agreement entered into between you and the CSDP or broker
in the manner and cut-off time stipulated by the CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised after Friday,
4 November 2005.
4. It is expected that the distribution will be made to shareholders within 18
months from the date of the termination of listing.
8. Documentation and no change statement
A circular containing further information, including a notice of general
meeting, will be posted to the shareholders of DNA today.
Included in this circular is the annual report containing audited financial
statements for the company for the year ended 31 December 2004.
There has been no change from the audited results for the year ended 31 December
2004, released on SENS on 6 May 2005.
The annual report contains a notice of the annual general meeting for the
company, which will be held at 10h00 on Friday, 28 October 2005 at Chartwell
House, 41/43 Glenhove Road, Melrose Estate, Johannesburg.
Edenvale
6 October 2005
Reporting accountants to DNA
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Date: 06/10/2005 07:01:22 AM Produced by the JSE SENS Department
