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CET - Offer to Sancino Projects Limited shareholders & placement of CET shares
for cash
Cape Empowerment Trust Limited
(Incorporated in the Republic of South Africa)
Registration number 1998/014606/06
JSE share code: CAE & ISIN: ZAE000016952
("CET")
FURTHER ANNOUNCEMENT REGARDING OFFER TO SANCINO PROJECTS LIMITED SHAREHOLDERS,
AND PLACEMENT OF CET SHARES FOR CASH
OFFER TO SANCINO PROJECTS LIMITED SHAREHOLDERS
Shareholders of Sancino Projects Limited ("Sancino") are referred to the
unconditional offer by CET to acquire their shares in Sancino on the basis of 7
(seven) CET shares for every 1 (one) Sancino share ("the CET offer").
Sancino shareholders are referred to statements made by the board of directors
of Sancino in the letters to Sancino shareholders dated 17 October 2005 and 28
October 2005, and at the general meeting of Sancino shareholders held at 3
November 2005, to the effect that an alternative proposal to Sancino
shareholders was being formulated in conjunction with Sanlam and that Sancino
shareholders may expect to receive full information regarding such alternative
proposal once the board of directors of Sancino was in a position to make such
disclosure.
Sancino shareholders are hereby advised that the CET offer period is hereby
extended and that the CET offer may now be accepted at any time up to a date
being 30 days after the date upon which the board of directors of Sancino has
published full details of the alternative proposal developed in conjunction with
Sanlam, or up to such earlier date as may be announced in the press.
Sancino and CET shareholders are further advised that, as at 23 November 2005,
CET has received acceptances in respect of 50.3% of the total number of issued
ordinary shares in the capital of Sancino.
CET and Sancino shareholders are advised that CET has placed CET shares for
cash, as more fully described below. The purpose of such placement was to
further capitalise CET so as to, inter alia, enable it to participate in any
recapitalisation that may be proposed in respect of Sancino.
PLACEMENT OF CET SHARES FOR CASH
At the annual general meeting of the company held on 29 July 2005, the requisite
majority of shareholders approved an ordinary resolution authorizing the
directors of the company to issue shares for cash in accordance with the
Listings Requirements of the JSE Limited ("the Listings Requirements").
As the placement of the ordinary shares referred to in this announcement
represents a 13.1% increase in the number of issued ordinary shares of the
company as used in calculating its financial results and to be issued in terms
of the present level of acceptances of the unconditional offer to Sancino
shareholders referred to above, the following disclosure is made in terms of
section 11.22 of the Listings Requirements.
The directors have made the following placements of ordinary shares with a par
value of 0.1 cents per share:
- 18 190 000 ordinary shares at an issue price of 55 cents per share; and
- 3 810 000 ordinary shares at an issue price of 64 cents per share.
The placement prices represent the 30 day volume weighted average price for the
period to 26 October 2005, being the date the placement prices were agreed upon
by the directors of Cape Empowerment Trust, of 55 cents per share and a premium
thereto.
The ordinary shares referred to above were placed with public shareholders as
defined by the Listings Requirements. The company utilised shares previously
held in treasury by a subsidiary of the company and by its share incentive trust
and which are listed, in terms of scrip lending agreements with the subsidiary
and the share incentive trust.
FINANCIAL EFFECTS
The financial effects of the placement, based on the published unaudited interim
results of Cape Empowerment Trust for the six months to 30 June 2005 are set out
below:
Before Before After %
(excluding (including change
Sancino) Sancino)
Earnings per share (cents) 5.4 4.9 4.4 (5.0)
Headline earnings per
share (cents) 5.4 4.9 4.4 (5.0)
Net asset value
per share 46.3 42.1 45.8 8.7
Tangible net asset value
per share 22,0 20.0 26.7 33.5
Number of shares
in issue (`000)3 133 279 145 784 167 784 13.1
Notes:
The figures in the before column are extracted from the unaudited interim
results of Cape Empowerment Trust Limited for the six months to 30 June 2005.
The figures in the after column assume that the shares were issued and the cash
received on 1 January 2005 and the cash invested for 6 months at a net after tax
return of 4.26% per annum for earnings purposes and that the shares were issued
and the cash received on 30 June 2005 for asset value purposes; and
Prior to this transaction the company had 125 858 000 ordinary shares in issue
and 15 500 000 ordinary shares which were held in treasury by its subsidiary and
13 921 000 ordinary shares which were held by its share incentive trust. The
number of shares in issue in the financial effects include the 12 505 155
ordinary shares to be issued to Sancino shareholders in terms of the
unconditional offer in terms of acceptances received to date.
Cape Town
24 November 2005
Corporate advisor and sponsor
Sasfin Capital
(A Division of Sasfin Bank Limited)
Legal Advisor
Hofmeyr Herbstein & Gihwala Inc
Date: 24/11/2005 03:00:15 PM Produced by the JSE SENS Department
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