| Fri 24 Feb 2006, 15:11 | | African Bank Investments Limited - Odd-lot offer |
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ABL ABLP
ABL
African Bank Investments Limited - Odd-lot offer
African Bank Investments Limited
(Incorporated with limited liability in the Republic of South Africa)
Registration number: 1946/021193/06
Ordinary share code: ABL ISIN: ZAE000030060
Preference share code: ABLP ISIN: ZAE000065215
("ABIL" or "the Company")
Odd-lot offer
1. Introduction
ABIL wishes to reduce the substantial and ongoing administration
costs associated with having a large number of ordinary
shareholders who hold less than 100 shares each ("odd-lot
holders"). Currently, approximately 25 382 ordinary shareholders,
being 74.1% of the total number of ordinary shareholders, hold
less than 100 ordinary shares each. These odd-lot holders hold
approximately 461 571 ordinary shares in aggregate, which
constitutes only 0.1% of the total number of ordinary shares in
issue. Accordingly, the directors have proposed the
implementation of an odd-lot offer to facilitate a reduction in
the number of odd-lot holders.
A circular containing full details of the odd-lot offer will be
posted to odd-lot holders on 27 February 2006. Odd-lot holders are
urged to read that circular carefully. To assist odd-lot holders
in this regard, any questions may be referred to Ultra Registrars
(Proprietary) Limited ("Ultra Registrars") by calling the helpline
number on (011) 834-2266 (or +27 11 834-2266 if calling from
outside South Africa) from Monday, 27 February 2006 between 08:30
and 17:00.
2. Mechanism of the odd-lot offer
2.1 Odd-lot holders recorded as such at the close of business
on Friday, 24 March 2006 will be afforded the opportunity
to participate in the odd-lot offer. The odd-lot offer
will be implemented on the basis that odd-lot holders may
elect to:
2.1.1 sell their odd-lot holdings at R30.75 per share,
being the offer price (as defined in paragraph 3
below) per share plus a 5% premium; or
2.1.2 subscribe for a sufficient number of additional
ABIL ordinary shares at R29.28 per share to
increase their odd-lot holdings to holdings of 100
ABIL ordinary shares; or
2.1.3 keep their odd-lot holdings.
2.2 The shares of those odd-lot holders who do not make an
election or who elect the cash alternative will be bought
back by ABIL, at R30.75 per share and cancelled in terms of
S85 (8) of the Companies Act, Act 61 of 1973, as amended.
Shares issued to those odd-lot holders who elect to
increase their shareholding will be new shares.
Shareholders who hold in aggregate less than 100 ordinary shares
at the close of business on Friday 24 March 2006, and who do not
make a choice by completing the form of election and surrender and
delivering it to Ultra Registrars before 12:00 on Friday, 24 March
2006 will automatically be regarded as having chosen and accepted
the cash alternative and will have their odd-lot holdings sold on
their behalf at R30.75 per share, without any further action on
their part and without any further notice to them.
3. Offer price
The offer price of R29.28 per share is the weighted average traded
price of the ordinary ABIL shares on the JSE Limited over the 5
trading days commencing on Friday 17 February 2006 and ending on
Thursday 23 February 2006 ("offer price").
4. Effect on ABIL"s share capital
The odd-lot offer, including any new issue of shares or repurchase
of shares by ABIL pursuant to the odd-lot offer, will have no
material effect on ABIL"s ordinary share capital.
5. Financial effects
The odd-lot offer and any potential issue of new shares or
specific repurchase of shares pursuant to the odd-lot offer will
have no material effect on ABIL"s earnings and headline earnings
per share, or on the net asset value and tangible net asset value
per share.
6. Salient dates and times
The salient dates and times in respect of the odd-lot offer are as
follows:
2006
Odd-lot offer opens at 09:00 on Monday, 27 February
Last day to trade in order to take part in Thursday, 16 March
the odd-lot offer on
Shareholders who purchase shares on or Friday, 17 March
after this date will not be eligible to
participate in the odd-lot offer
Forms of election and surrender for the Friday, 24 March
odd-lot offer to be received by Ultra
Registrars by 12:00 on3
Odd-lot offer closes at 12:00 on Friday, 24 March
Record date to determine those Friday, 24 March
shareholders entitled to take part in the
odd-lot offer at the close of business on
Implementation of the odd-lot offer takes Friday, 24 March
effect after close of business on
Odd-lot holders with dematerialised shares Monday, 27 March
have their safe custody accounts held at
their CSDP or broker updated with their
new holding and debited/credited with the
cash amount, as the case may be, on
New share certificate posted to odd-lot
holders with certificated shares who chose
to subscribe for additional shares on or Monday, 27 March
about
Payments in respect of the sale of odd-lot Monday, 27 March
holdings (4)
Results of the odd-lot offer released on Monday, 27 March
SENS on
Result of the odd-lot offer published in Tuesday, 28 March
the press on
Notes:
These dates and times are subject to change. Any changes will
be released on SENS and published in the press.
Shareholdings may not be dematerialised or rematerialised
between Thursday, 16 March 2006 and Friday, 24 March 2006, both
days inclusive.
Dematerialised odd-lot holders are required to notify their
duly appointed CSDP or broker of their choice in the manner and
time stipulated in the agreement governing the relationship
between the odd-lot holder and his/her CSDP or broker.
In the case of holders of certificated shares who complete the
form of election and surrender and choose the cash alternative,
payment will be made either by:
* electronic funds transfer into such holders" bank accounts on
or about Monday, 27 March 2006 if such odd-lot holders"
banking details have been provided in the form of election
and surrender; or
* by cheque which will be posted at the risk of such holders on
or about Monday, 27 March 2006 if such odd-lot holders"
banking details have not been provided in the form of
election and surrender.
Those odd-lot holders who do not make a choice by completing
the form of election and surrender and delivering it to Ultra
Registrars before 12:00 on Friday, 24 March 2006 will
automatically be regarded as having chosen and accepted the
cash alternative. Payment in this case will only be made once
those odd-lot holders have submitted their claims to Ultra
Registrars.
7. Documentation
A circular containing full details of the odd-lot offer and a form
of election and surrender will be posted to odd-lot holders on 27
February 2006.
Midrand
24 February 2006
Merchant bank and sponsor
RAND MERCHANT BANK
(A division of FirstRand Bank Limited)
Attorneys
Prinsloo, Tindle & Andropoulos Inc
Transfer secretaries
Ultra Registrars (Proprietary) Limited
Date: 24/02/2006 03:11:13 PM Produced by the JSE SENS Department
