| Tue 31 Jan 2006, 12:44 | | Alex White - Firm Intention By Astrapak Limited an |
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ALX
ALX
Alex White - Firm Intention By Astrapak Limited and withdrawal of cautionary
Alex White Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1949/035016/06)
Share code: ALX & ISIN: ZAE000000386
("Alex White" or "the company")
ANNOUNCEMENT BY ALEX WHITE IN RESPECT OF THE FIRM INTENTION BY ASTRAPAK LIMITED
("ASTRAPAK") TO MAKE AN OFFER TO ALL ALEX WHITE SHAREHOLDERS AND WITHDRAWAL OF
CAUTIONARY
1. Introduction
Shareholders of Alex White are referred to the announcements published in
the press by Astrapak and Alex White on 21 December 2005.
Shareholders are advised that Astrapak has submitted to the board of
directors of Alex White a notice of its firm intention to acquire the
entire ordinary issued share capital of Alex White ("the offer") for a cash
consideration as set out in 2.2 below (the "offer consideration").
2. The offer
2.1 Terms of the offer
The offer will be implemented by way of a scheme of arrangement ("the
scheme") in terms of Section 311 of the Companies Act, 1973 (Act 61 of
1973), as amended, ("the Act") to be proposed by Astrapak between Alex
White and its shareholders, in terms of which Astrapak will acquire
all of the shares in the issued share capital of Alex White.
Should the scheme not become operative, Astrapak, in its sole
discretion, may make an offer to all Alex White shareholders in terms
of Section 440 of the Act to acquire all the ordinary shares in Alex
White for the offer consideration.
The offer is subject to the suspensive conditions set out in paragraph
5 below.
Should the scheme be implemented, Alex White will become a wholly-
owned subsidiary of Astrapak and the listing of its shares on the JSE
Limited ("JSE") will be terminated.
2.2 The offer consideration
The offer consideration for all shareholders of Alex White will be a
cash payment of 320 cents per Alex White share. If the scheme is
implemented, the total consideration payable to the participants in
the scheme will be approximately R58 million.
2.3 Undertakings
Alex White has received written irrevocable undertakings from
shareholders holding 13 754 467 shares, being 75,88% of the total
scheme shares, to vote in favour of the scheme.
2.4 Cash confirmation
ABSA Bank Limited has confirmed to the Securities Regulation Panel
("SRP") that Astrapak has sufficient cash resources available to
satisfy its obligations in terms of the offer.
3. Pro forma financial information
Set out in the table below are the unaudited pro forma financial effects of
the scheme on the participants in the scheme based on the audited results
of the Alex White group for the year ended 30 June 2005, and the
assumptions set out below. The pro forma financial effects, which are the
responsibility of the directors, are provided for illustrative purposes
only and, because of their pro forma nature, may not fairly present Alex
White"s financial position, changes in equity, results of operations or
cash flow after completion of the scheme. The reporting accountant"s report
on the pro forma financial effects will be set out in a circular to
shareholders of Alex White referred to in paragraph 8 below.
Before (1) After Change
(cents) (cents) (%)
Earnings per share (5,6) 13,6 (2) 342,9
Headline earnings per share (10,8) 13,6 (2) 225,9
Net asset value per share 211,8 (3) 320,0 (4) 51,1
Net tangible asset value per 210,2 (3) 320,0 (4) 52,2
share
Market value per share 220,0 (5) 320,0 (4) 45,5
Issued and weighted average
number of shares in issue (`000) 18,125 18,125
Notes:
1. The amounts in the "Before" column have been extracted from the
consolidated audited financial results of Alex White for the 12
(twelve) months ended 30 June 2005.
2. The amounts in the "After" column represent the earnings and headline
earnings that would have accrued to a holder of one share for the 12
(twelve) months ended 30 June 2005 based on the following assumptions:
(a) the scheme was effective 1 July 2004;
(b) shareholders received 320 cents per share; and
(c) the offer consideration of 320 cents per share earned an after
tax return of 4,26%, assuming an effective company taxation rate
of 29%. Using the marginal tax rate for individuals, being 40%,
earnings and headline earnings on the offer consideration of 320
cents per share will be 11,5 cents per share.
3. Net asset value and net tangible asset value per share have been
calculated based on 18 124 614 Alex White shares, being Alex White"s
issued capital.
4. The amounts in the "After" column represent the net asset value, net
tangible asset value and market value attributable to a holder of one
Alex White share based on the assumptions that the scheme was
effective 30 June 2005 and shareholders received 320 cents per share.
5. The market value per share shown in the "Before" column represents the
closing price of Alex White ordinary shares traded on the JSE on 20
January 2006.
4. Rationale for the scheme
The scheme is a means for participants in the scheme to realise value for
their Alex White shares at a premium to the market price. The total offer
consideration represents a premium of 45,5% to the closing price of Alex
White ordinary shares traded on the JSE on 20 January 2006.
5. Conditions precedent
The scheme is subject to the fulfilment or waiver, as the case may be, of
certain conditions precedent, including, inter alia, the following:
- approvals being obtained, to the extent required, from the SRP, the
JSE and the Exchange Control Department of South African Reserve Bank;
- the scheme being approved by a majority of shareholders representing
not less than 75% (three fourths) of the votes exercisable by the
scheme members present and voting, either in person or by proxy, at
the scheme meeting;
- the scheme being sanctioned by the High Court of South Africa;
the Registrar of Companies registering a certified copy of the Order
of Court sanctioning the scheme, in terms of the Act; and
- the approval, either unconditionally or subject to such conditions as
are acceptable to Astrapak of the Competition Authorities as
contemplated in the Competition Act, No 89 of 1998, as amended, is
obtained.
6. Opinions and recommendations
Merchantec (Proprietary) Limited has been appointed to act as independent
expert for the purpose of advising the board of directors of Alex White on
whether the terms and conditions of the offer are fair and reasonable to
the shareholders of Alex White. The fair and reasonable opinion will be set
out in a circular to shareholders of Alex White referred to in paragraph 8
below.
7. Important dates and times
Further announcements pertaining to the important dates and times of the
scheme will be published in due course.
8. Documentation
A circular to shareholders of Alex White, which is subject to approval by
the JSE and the SRP, giving full details of, inter alia, the matters
referred to above ("the circular"), will be mailed to shareholders in due
course.
9. Withdrawal of cautionary
Alex White shareholders are advised that the cautionary announcement which
was published in the press on 21 December 2005 is hereby withdrawn.
Johannesburg
31 January 2006
Sponsor to Alex White
Merchant Sponsors (Proprietary) Limited
Independent expert
Merchantec (Proprietary) Limited
Auditors and reporting accountants to Alex White
Horwath Leveton Boner
Corporate law advisers to Alex White
Edward Nathan (Proprietary) Limited
Date: 31/01/2006 12:44:07 PM Produced by the JSE SENS Department
