| Wed 21 Dec 2005, 16:06 | | Gijima Ast Group Limited - Directors Share Dealing |
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Gijima Ast Group Limited - Directors" Share Dealing And Cautionary
Gijima AST Group Limited
("GijimaAst")
(Incorporated in the Republic of South Africa)
(Registration number 1998/021835/07)
Share code: GIJ
ISIN: ZAE000064606
DIRECTORS" SHARE DEALING AND CAUTIONARY
Directors: RW Gumede
NI Mhlongo
CJH Ferreira
Nature of transaction: Indirect, beneficial purchase of shares
In the circular to shareholders, dated 18 February 2005, shareholders were
advised that Kumba Resources Limited ("Kumba") and Guma Investment Holdings
(Proprietary) Limited (formerly Gijima Info Technologies Afrika (Proprietary)
Limited) ("Guma") entered into an agreement on 1 February 2005 in terms of which
Kumba granted Guma an option to acquire up to 44,409,958 GijimaAst shares from
Kumba.
Guma has given notice to Kumba of its intention to exercise its options to
acquire 44,409,958 GijimaAst shares from Kumba. Consequently, the indirect,
beneficial interests of the directors will increase as shown below.
Executive director Number of GijimaAst shares
RW Gumede 36,145,264.82
NI Mhlongo 6,030,872.30
CJH Ferreira 2,233,820.89
As Guma is acquiring the GijimaAst shares within eight months of the rights
offer date, being 3 May 2005, the purchase price for the GijimaAst shares is 30
cents per GijimaAst share. Consequently, the total consideration amounts to
R13,322,987.40.
As Guma currently has 32.01% of the issued share capital of GijimaAst, the
acquisition of the 44,409,958 GijimaAst shares will result in Guma"s
shareholding in GijimaAst increasing to 36.61%. As Guma"s shareholding has now
increased to above 35%, the acquisition of the 44,409,958 GijimaAst shares is an
affected transaction as defined in section 440 of the Companies Act, No. 61 of
1973, as amended, and, therefore, in terms of the Securities Regulation Code on
Take-overs and Mergers, a mandatory offer is required to be extended to the
remaining shareholders at 30c per GijimaAst share.
As the price at which the GijimaAst shares are being acquired from Kumba is
markedly lower than the 30-day volume weighted average price of 52.51 cents per
GijimaAst share, Guma is currently engaging with the Securities Regulation Panel
("SRP") to ascertain whether or not it would be obliged to extend a mandatory
offer to all GijimaAst shareholders. GijimaAst shareholders will be notified of
the SRP"s ruling in a further announcement. GijimaAst shareholders should
therefore exercise caution in dealing in GijimaAst shares.
Clearance to deal in GijimaAst shares was obtained.
Sponsor: Standard Bank
21 December 2005
Date: 21/12/2005 04:06:29 PM Produced by the JSE SENS Department
