| Mon 13 Feb 2006, 14:33 | | Conafex - Reduction In Issued Share Capital And Re |
|
CNX
CNX
Conafex - Reduction In Issued Share Capital And Reconstruction Of Investments
CONAFEX HOLDINGS SOCIETE ANONYME
(Incorporated in Luxembourg - RC Luxembourg No. B 17789)
("Conafex" or "the company")
JSE CODE: CNX ISIN: LU0167907293
NEW ISIN: LU0243998001
REDUCTION IN ISSUED SHARE CAPITAL AND RECONSTRUCTION OF INVESTMENTS
1. INTRODUCTION
In the notice of Annual General Meeting included in the Conafex 2005 Annual
Report and Accounts, that was posted to shareholders on 1 February 2006, there
are certain resolutions to be proposed at the Company"s Annual General Meeting
to be held on Friday 24th February 2006 relating to the reduction in Conafex"s
issued share capital, the reconstruction of the group"s investments and the
issue of warrants. This announcement includes a brief description of the
abovementioned resolutions and the action required by shareholders in the event
that the requisite majority of shareholders approve the resolutions referred to
herein.
2. EFFECTIVE REDUCTION IN ISSUED SHARE CAPITAL
During the 2004 and 2005 financial years, the board made provisions against the
group"s Zimbabwean investments to the value of US$8 460 000 representing the
full carrying value of the Zimbabwean investments.
The board has accordingly recommended that the issued share capital of the
company be reduced on the basis that three out of every four shares of US$1-50
each held at 24th February 2006, will be cancelled and shareholders will be left
with one share of US$1-50 for every 4 previously held. The effect of this share
cancellation will be to eliminate the deficit on reserves (US$5 966 217 at 31st
August 2005) and free up a further amount to be held in a Special Reserve
account so that future dividends can be paid to shareholders.
The effects of the above resolution are as follows:
Before the After the
resolution resolution
Authorised share capital:
Number of shares 24 000 000 24 000 000
Par value US$1-50 US$1-50
Amount US$36 000 000 US$36 000 000
Issued share capital:
Number of shares 5 420 152 1 355 038
Amount US$8 130 228 US$2 032 557
Net asset value 3 295 000 3 295 000
Net asset value per share 0.61 2.43
3. RECONSTRUCTION OF THE GROUP"S INVESTMENTS
Following the share cancellation, and prior to the raising of any additional
capital, it is proposed that the group"s shareholding in ZRC Ltd ("ZRC") be
distributed to shareholders by way of a dividend in specie of one ZRC share of
US$0-01 for each Conafex share held. ZRC is the holding company for the rump of
the Group"s interest in Zimbabwe and ZRC"s board will mirror the board of
Conafex. ZRC will be domiciled in a location that preferably has a reciprocal
investment protection agreement with Zimbabwe. Shareholders will be advised in
due course of the final domicile selected. It is further proposed that this
dividend in specie be paid out of the Special Reserve.
It is further proposed that the company grant to ZRC options over 3 500 000
Conafex shares exercisable at any time up to 29th February 2016 (or until all
assets owned by ZRC, or its subsidiaries, in Zimbabwe have been remitted to
Luxembourg, if earlier) at a price equal to the average closing market price of
Conafex shares for the three business days prior to the exercise date. If ZRC is
able to repatriate significant funds from Zimbabwe, then the articles of ZRC
will require it to exercise as many as possible of these options and distribute
the resulting shares in Conafex as a dividend in specie to its shareholders.
4. ISSUE OF WARRANTS
It is proposed to issue unlisted warrants to the Conafex shareholders, on the
basis of one warrant for every three shares held following the share
cancellation. Each of the warrants will entitle the holder to subscribe for one
Conafex share at a price of US$2-41 in the periods 28 days after the
announcement of interim and annual results in each of the years 2006 to 2009.
5. AUTHORISATION TO ISSUE SHARES FOR CASH AND TO EMPLOYEES
Resolutions will be proposed to authorise the board to issue shares or options
up to 10% of the company"s issued share capital to employees of the company and
its subsidiaries or to any trust empowered to hold shares on their behalf. This
authority will be in addition to a resolution proposing a general authority to
issue new shares of up to 15% of the company"s issued share capital.
6. LAST DAY TO TRADE AND RECORD DATE
Subject to the relevant resolutions being passed by the requisite majority of
Conafex shareholders, and in order to be recorded as a shareholder by the record
date, the last date to trade in Conafex shares on the Luxembourg exchange is
Tuesday, 21 February 2006 and on the JSE is Friday, 10 March 2006. From 22
February 2006 to 10 March 2006 trading of Conafex"s shares on the Luxembourg
Stock Exchange will be subject to a technical suspension
The record date for purposes of determining those shareholders whose shares will
be subject to the share cancellation is Friday 24 February 2006 in Luxembourg
and Friday 17 March 2006 on the JSE.
7. SALIENT DATES
2006
Last Date to trade in existing shares on
the Luxembourg exchange prior to the share
cancellation, at close of business on Tuesday, 21 February
Record date on the Luxembourg exchange Friday, 24 February
Last Date to trade in existing shares on
the JSE, prior to the share cancellation,
at close of business on Friday, 10 March
Entitled to trade new shares on the JSE
and Luxemburg exchanges with the new ISIN
number LU0243998001 on Monday, 13 March
Record date on the JSE Friday 17 March
Subject to receipt of old share
certificates, new share certificates, for
those shareholders registered on the South
African register that hold certificated
shares, posted on or about Monday, 20 March
In respect of dematerialised shareholders
on the South African register, CSDP or
broker safe custody accounts updated for
the share cancellation Monday, 20 March
Notes:
1. The above dates and times are subject to change. Any changes will be
published on SENS.
2. The Luxembourg and the South African registers will be closed from Monday,
27 February 2006 to Friday 10 March 2006 (both days inclusive), accordingly
there will be no trading of shares between the Luxembourg and JSE
exchanges, nor transfer of shares between the Luxembourg and South African
registers and there will be no dematerialisation or rematerialisation of
the Conafex shares between Monday, 27 February 2006 and Friday 10 March
2006, (both days inclusive).
This notice, together with a form of surrender, will be mailed to certificated
shareholders registered on the South African register today and shareholders
should complete the form of surrender in accordance with the instructions
printed thereon and send it with their share certificates to the transfer
secretaries as follows:
Computershare Investor Services 2004 (Pty) Limited
Ground Floor, 70 Marshall Street
Johannesburg, 2001
(PO Box 61763, Marshalltown, 2107)
Those shareholders who have already dematerialised do not need to take any
further action with regard to the form of surrender. Any amendments or changes
to their shareholding will be updated automatically by the CSDP, or stockbroker,
through whom their shareholding was dematerialised
A new share certificate will be sent to certificated shareholders by registered
mail at the risk of the shareholder.
Johannesburg
13 FEBRUARY 2006
Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
Date: 13/02/2006 02:33:26 PM Produced by the JSE SENS Department
