| Mon 10 Apr 2006, 7:51 | | Paraprop - The introduction of Black Economic Empo |
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PRA
PRA
Paraprop - The introduction of Black Economic Empowerment Shareholders
PARAMOUNT PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1945/019928/06)
Share code: PRA & ISIN: ZAE000028577
("Paraprop" or "the Company")
ANNOUNCEMENT REGARDING THE INTRODUCTION OF BLACK ECONOMIC EMPOWERMENT
SHAREHOLDERS FOR A MINIMUM INTEREST OF 26% INTO PARAPROP AND INCORPORATING:
- a proposed increase in the authorised but unissued share capital of
Paraprop;
- abridged revised listing particulars; and
- withdrawal of cautionary announcement.
1. INTRODUCTION AND RATIONALE
1.1 Further to the cautionary announcement dated 16 February 2006, the
Paraprop Board of Directors ("the Board") is pleased to propose, subject to
the fulfilment of inter alia the suspensive conditions set out in 8 below, the
introduction of a Black Economic Empowerment ("BEE") Consortium ("the BEE
Consortium") led by Mvelaphanda Group Limited ("Mvela Group"), as its new
black economic empowerment shareholders through a proposed BEE transaction
more fully described in 3 below ("the proposed BEE transaction").
1.2 Paraprop believes that meaningful black participation at all levels of the
South African economy is a national priority in order to ensure sustainable
socio-political, financial and economic stability for all and that South
African economic growth will largely depend on the extent to which black South
Africans participate in the economy.
1.3 Paraprop is committed to fulfilling its obligations relating to ownership
targets in terms of the Property Sector Transformation Charter by
facilitating the introduction of direct black ownership into Paraprop.
1.4 The Board believes that the implementation of the proposed BEE transaction
as well as the proposed appointments to the Board referred to in 3.6 below are
major steps towards fulfilling Paraprop"s BEE ownership responsibilities in
terms of the Property Sector Transformation Charter and represents an
important milestone in Paraprop"s ongoing development.
2. THE BEE CONSORTIUM AND SHAREHOLDERS
Mvela Group will hold at least 75% of the BEE Consortium, with the remaining
25% of the BEE Consortium having been earmarked for black women"s groups and
other BEE groups who will be able to play meaningful roles in facilitating
skills transfer and transformation in the property sector. The details of
these other BEE shareholders which will participate in the BEE Consortium will
be finalised prior to the implementation of the proposed BEE transaction.
Mvela Group is one of South Africa"s leading broad-based, black-controlled,
-owned and -managed diversified groups, which has interests in a range of
investments and which operates and controls a range of cash-generative
services businesses. Mvela Group holds investments in a range of companies in
the financial services, healthcare, property, mining and resources and general
industrial sectors. The largest of these investments currently include:
- an effective 4.47% interest in Absa Group Limited (held via its 44.7%
interest in Batho Bonke Capital (Proprietary) Limited);
- an effective 18.1% interest in Life Healthcare Group (Proprietary) Limited;
- a 22.9% interest in Mvelaphanda Resources Limited ("Mvela Resources");
- an effective 30% interest in Abvest Associates (Proprietary) Limited;
- an effective 4.5% interest in Unitrans Limited; and
- an effective 10.8% interest in Group Five Limited.
Mvela Group"s services businesses operate in the areas of facilities
management and professional, mining and technical, food and support services.
3. KEY TERMS OF THE PROPOSED BEE TRANSACTION
3.1 Structure of the proposed BEE transaction
See press release for diagram
3.2 Mechanics of the proposed BEE transaction
The proposed BEE transaction will be implemented as follows:
- Paraprop will create and issue 80 000 000 new redeemable cumulative option-
holding preference shares with a par value of R0.10 each ("redeemable
preference share") by way of a specific issue of shares for cash ("the
specific issue"). The redeemable preference shares will carry the same
voting rights as Paraprop linked units (a linked unit being a listed
unsecured variable rate R4.50 A debenture issued by Paraprop, irrevocably
linked to one listed ordinary par value Paraprop share of R0.10);
- The redeemable preference shares will be issued to a new company ("Newco")
which has been formed specifically for the proposed BEE transaction. The
shareholders of Newco will be the members of the BEE Consortium. Newco will
be a Black Majority Owned and Black Majority Controlled Company for the
purposes of the Broad-Based Black Economic Empowerment Act, 2003 read with
the draft Codes of Good Practice to be issued in terms of Section 9 thereof;
- Each redeemable preference share has one option attached to it, entitling
the holder thereof to subscribe (on redemption of the relevant redeemable
preference share) for one Paraprop linked unit at the option strike price as
defined in 3.3 below;
- The voting rights attaching to the redeemable preference shares and the
linked units to be issued pursuant to the exercise of the options represent
28.69% of the enlarged issued share capital of Paraprop, based on the
current number of Paraprop shares in issue;
- Newco will utilise its own and Mvela Group"s existing resources to pay the
subscription amount of R8 000 000, required to subscribe for the redeemable
preference shares.
3.3 Salient terms of the redeemable preference shares
Issue price R0.10 per redeemable preference share.
Dividend Cumulative preferential cash dividend,
calculated on the par value of the redeemable
preference share at a rate of 75% of the prime
overdraft rate.
Payable six-monthly in arrear on 30 April and
31 October of each year.
Options Each redeemable preference share confers on its
- Option strike price holder the right and option to subscribe for
one Paraprop linked unit. The option strike
price shall be R6.50 (being a 5% discount to
the 30-day volume weighted average traded
price of Paraprop linked units on 23 March
2006, the day the pricing for the proposed
BEE transaction was agreed), plus interest of
7.35%, (nacm), from the date the redeemable
preference shares are issued to the option
exercise date, both dates inclusive.
The option strike price will be adjusted by an
amount of interest ("Adjustment interest") in
respect of any interest distributions payable
to Paraprop linked unitholders after receipt
of the option strike price, which relates to a
quarter or quarters of Paraprop"s financial
year falling wholly or partly before the
receipt of the option strike price.
- Option period and Options can be exercised in three equal
option exercise dates tranches at any time during the 4th, 5th and
6th year respectively, following the date of
issue of the redeemable preference shares.
- Lapse of options Options which are not exercised by the end of
the 4th, 5th and 6th years respectively, will
lapse.
Change in option terms The terms of the options attaching to the
redeemable preference shares may be varied
from time to time, subject to written
agreement between the Company and the holders
of the redeemable preference shares.
Redemption The redeemable preference shares are
- Redemption dates automatically redeemable on the exercise of
the option attaching to each redeemable
preference share or, if the option is not
exercised, on the date that the option lapses.
- Redemption price Redeemable by Paraprop at par value (i.e.
R0.10 per redeemable preference share), plus
all unpaid preference dividends.
Transfer of redeemable Redeemable preference shares may not be sold
preference shares or encumbered, without Paraprop"s prior written
consent.
Ranking pari passu with Save for the rights attached to the redeemable
Paraprop ordinary shares preference shares (as regards dividends,
redemption and the options), each redeemable
preference share shall rank pari passu with a
Paraprop ordinary share in all respects, and
in particular holders of the redeemable
preference shares shall have the same rights
as the holders of Paraprop ordinary shares as
regards voting (subject to 3.5 below),
notices, rights issues and any restructuring
or change of control of Paraprop and/or its
capital.
Board nominations Redeemable preference share holders will have
and appointees the right to nominate one black director to
the Board for each 25 000 000 redeemable
preference shares held.
3.4 Salient terms of the subscription agreement between Paraprop, Mvela Group
and Newco
Paraprop, Mvela Group and Newco have entered into a subscription agreement
("the subscription agreement") to govern the terms on which Newco will
subscribe for the redeemable preference shares.
Restriction on sale of The BEE Consortium and Newco are restricted,
Newco shares and/or for a period of five years from the issue date
redeemable preference of the redeemable preference shares ("Final
shares date") from disposing or encumbering their
holding in Newco and/or Paraprop, without the
prior written consent of Paraprop. In the
event that Paraprop consents to such sale,
Newco will use its reasonable commercial
endeavours to sell such shares to a Black
Person and/or a Black Majority Owned Company
or a Black Majority Controlled Company.
Restrictions on sale or In order for Newco to raise the purchase
encumbrance by consideration payable for the linked units on
Newco of Paraprop exercise of the options, it may sell no more
linked units than 50% of the linked units it holds in
Paraprop, subject to the following:
- it shall advise Paraprop at least 90 days
prior to the sale, in writing, of its
intention to sell;
- Paraprop will have the right, for a period of
60 days from receipt of the written advice,
(subject to the requirements of the Companies
Act, the JSE Limited ("JSE") and other
relevant regulatory requirements at the
relevant time) to either acquire or place the
linked units at the 30-day volume weighted
average traded price of the linked units on
the JSE prior to receipt of the written
advice; and
Should Paraprop not exercise its right:
- Newco to use reasonable commercial endeavours
to ensure that the intended transferee is a
Black Person or a Black Majority Controlled
and Black Majority Owned company;
- the transferee to be bound mutatis mutandis
by the terms of the subscription agreement,
will not be able to sell the linked units so
acquired from the date of acquisition thereof
until the Final date; and
- Paraprop provides its prior written consent
to such sale.
The restriction on Newco"s right to sell the
remaining linked units will lapse on the Final
date.
No listing of redeemable At no stage up to the Final date shall any of
preference shares or the redeemable preference shares or the Newco
Newco shares shares be listed on the JSE or on any
recognised stock exchange.
Support and Mvela Group and Newco shall use their
co-operation respective reasonable commercial endeavours to
assist Paraprop in protecting, enhancing and
promoting the business of Paraprop and its
subsidiaries.
BEE compliance Paraprop, Newco and Mvela Group will fully co-
operate with each other and make available
such information as may reasonably be required
to determine and demonstrate Paraprop"s
compliance with BEE legislation and compliance
as required by commerce.
Restraint undertakings Newco and Mvela Group are to be restrained for
by Newco theperiod from the date of issue of the
redeemablepreference shares up to the Final
date and one year thereafter, from becoming
the primary BEE partner in any other JSE
listed property fund, or acquiring a voting
interest in excess of 10% in any other JSE
listed property fund, without the prior
written consent of Paraprop.
In the event that Newco and/or Mvela Group do
acquire any interests in other listed
property, Paraprop will have a right of first
refusal to acquire these interests in the
event that Newco and/or Mvela Group wishes to
dispose thereof at a then negotiated price,
subject to Paraprop obtaining regulatory
approval where required.
Compulsory offer Should Newco, on or prior to the Final date
by Newco cease to be a Black Majority Owned or Black
Majority Controlled company, or commits a
material breach as defined in the subscription
agreement and fails to remedy any such breach
within the prescribed period, Newco shall be
deemed to have offered all of the redeemable
preference shares or Paraprop linked units
acquired as a result of the exercise of the
options, to Paraprop, its wholly owned
subsidiary or nominee, who will have the right
(subject to the requirements of the Companies
Act, the JSE and other relevant regulatory
requirements at the relevant time) to accept
such an offer, at the redemption price in
respect of the redeemable preference shares
and at a price equivalent to the 30 day volume
weighted average traded price of the linked
units immediately preceding the deemed offer
date, in respect of linked units.
3.5 Securities exchange listings and voting rights of the redeemable
preference shares
Paraprop"s linked units are listed on the JSE. The redeemable preference
shares shall not be listed, but the JSE has ruled that in the light of the
proposed BEE transaction being a meaningful BEE initiative and on the basis
that current linked unitholders will not be diluted by more than 28.69% of the
present share capital of Paraprop as a result of the proposed BEE transaction,
the unlisted redeemable preference shares held by Newco (in terms of the
proposed BEE transaction) shall be entitled to voting rights equivalent to
those of the listed Paraprop linked units for JSE purposes.
However, notwithstanding any article pertaining to general meetings of
ordinary and/or redeemable preference shareholders, the votes cast by each
class of shareholder will rank equally. Namely redeemable preference
shareholders may not veto any resolution which would otherwise have been
passed, or not, by holders of the redeemable preference shares, together with
the holders of the ordinary shares. For the avoidance of doubt, the votes
attaching to each class of share are to be afforded equal rank and all such
votes are to be regarded collectively.
All unlisted redeemable preference shares will also not be taken into account
for determining any categorisation in terms of Section 9 (viz Transactions) of
the JSE Listings Requirements.
The full and detailed terms of the redeemable preference shares will be
included in Paraprop"s articles and the redeemable preference shares, although
being unlisted, will be entirely subject to the provisions of the Listings
Requirements of the JSE.
3.6 Board appointments
On closing of the proposed BEE transaction, Ms Yolanda Cuba (the Deputy Chief
Executive of Mvela Group), Dr Jackie Mphafudi (the Chief Operating Officer of
Mvela Group) and a third director to be nominated by Mvela Group will join the
Board.
Should the above nominees be appointed to the Board, the Board will have 21.4%
black representation (7.1% being black women).
4. PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL
In order to be able to implement the proposed BEE transaction and to enable
Paraprop to issue linked units in future as part or full settlement for
acquisitions, it is proposed that the authorised share capital of Paraprop be
increased from 250 000 000 ordinary shares of R0.10 each, to 500 000 000
ordinary shares of R0.10 each, by the creation of 250 000 000 new ordinary
shares of R0.10 each, to rank pari passu in all respects with all existing
ordinary shares in the capital of Paraprop.
5. EFFECTS ON PARAPROP AND PARAPROP LINKED unitholders
5.1 Effect of the specific issue (and options) and the increase in authorised
share capital on Paraprop"s share capital.
The authorised and issued share capital of Paraprop before and after the
creation of the redeemable preference shares, the increase in authorised share
capital and after giving effect to the specific issue and exercise of options
are as follows:
Before After
After exercising
increasing the options (i.e.
the authorised after
share capital and redemption of the
issuing the redeemable
redeemable preference shares
preference and subscription
shares of linked units)
R"000 R"000 R"000
Authorised
250 000 000 ordinary
shares of R0.10 each 25 000 - -
500 000 000 ordinary
shares of R0.10 each - 50 000 50 000
80 000 000 redeemable
preference shares
of R0.10 each - 8 000 8 000
25 000 58 000
58 000
Issued
198 862 079 linked units
of R0.10 each 19 886 19 886 -
80 000 000 redeemable
preference shares
of R0.10 each - 8 000 -
278 862 079 linked
units of R0.10 each - - 27 886
Share premium 84 954 84 954 236 954*
104 840 112 840 264 840
* Assumed that Paraprop linked units are issued at R6.50 each.
5.2 Effect of the specific issues (and options) on Paraprop"s linked
unitholders
Paraprop has attributed an average value of R0.24 to the options attached to
each redeemable preference share, which translates to a total value for the
options of R19,2 million, being 1.37% of Paraprop"s market capitalisation of
R1 396 million (based on 198 862 079 Paraprop linked units in issue and
Paraprop"s linked unit price of R7.02 per linked unit).
The average value of R0.24 was calculated by using the accepted Binomial
Pricing Theory technique for pricing options, with the following assumptions:
Input Assumption
Style Bermudan
Spot price R7.02 (being the 30-day volume-weighted
average trading price on the JSE up to the
close of business on 29 March 2006.
Option strike prices The option strike price shall be R6.50, plus
interest of 7.35%, nominal annual compounded
monthly, from the date the redeemable
preference shares are allotted to the option
exercise date, both dates inclusive.
The additional interest payable relating to
the Affected Period has not been taken into
account for the purpose of this calculation as
Newco will be compensated for this via the
distribution payable to all linked
unitholders, for the relevant period.
Exercise dates Exercisable in three equal tranches as more
fully described in 3.3 above.
Expiry date The three tranches will expire on the 4th ,
5th and 6th anniversary of the date of issue
of the redeemable preference shares,
espectively.
Volatility for 17.1%, 16.4% and 14.8% for the 3 tranches
at-the-money respectively.
forward strike
4-year, 5-year and
6-year respective
swap rate used to imply
risk-free rate (naca) 7.5%, 7.6% and 7.6% for the 3 tranches
respectively.
Dividend yield 7.77% for all 3 tranches.
It should be noted that the value of the option will vary as the variable
assumptions set out above fluctuate during the life of the option.
5.3 Effect of the specific issue (and options) on Paraprop"s historic earnings
and net asset value per linked unit
In compliance with the Listings Requirements of the JSE, the unaudited pro
forma historical financial effects have been prepared for illustrative
purposes only, to provide information about how the specific issue might have
affected Paraprop, had the proposed specific issue and subscription been
effected on 1 November 2004 (i.e. for the twelve-month period from 1 November
2004 to 31 October 2005) for income statement purposes and on 31 October 2005
for balance sheet purposes. Because of the nature of the instrument, this may
not fairly present Paraprop"s actual financial position or results. The
earnings per linked unit figure is given in preference to earnings per share,
as the linked units are traded as a single entity on the JSE and all
distributions made by Paraprop are in the form of interest paid on the
debenture portion of the linked unit. Earnings per share are therefore not
relevant in assessing Paraprop"s performance.
Before After After
the redeeming
issue of the Increase/ the redeemable Increase/
redeemable (Decrease) preference shares (Decrease)
preference and subscribing
shares for linked units
(assuming the
options are
exercised)
(Column 3 -
Note 1 Note 2 Note 3 Column 1)
(cents) (cents) (%) (cents) (%)
Earnings
per linked
unit 152.4 133.1 (12.7) 97.7 (35.9)
Headline
earnings
per linked
unit 45.3 26.0 (42.6) 35.0 (22.7)
Net asset
value per
linked unit 519.0 516.8 (0.4) 571.2 10.0
Net tangible
asset value
per linked
unit 518.6 516.5 (0.4) 570.9 10.1
Notes:
1. The information has been compiled from the audited consolidated income
statement of Paraprop for the twelve-month period ended 31 October 2005 and
the audited consolidated balance sheet of Paraprop as at 31 October 2005.
2. The adjustments relate to the assumptions that:
- 80 000 000 redeemable preference shares have been issued at a price of R0.10
per redeemable preference share;
- the cash received of R8,0 million from the issue of the redeemable
preference shares was utilised to repay current debt at an average funding
rate of 10.31% per annum (or 7.22% post tax) for the twelve-month period
ended 31 October 2005;
- preference dividends of 8.05% (being 75% of the average prime overdraft rate
of 10.73% for the twelve-month period ended 31 October 2005) have been paid
on the redeemable preference shares issued;
- estimated costs relating to the evaluation, negotiation and implementation
of the proposed BEE transaction (including professional fees, publishing
costs and statutory fees) of approximately R2.5 million (not tax
deductible);
- the total cost of the options amounting to R19,2 million (not tax
deductible), has been taken into account in terms of IFRS 2;
- the tax effects related to the above; and
- the fully diluted effect of the specific issue of redeemable preference
shares, as a result of the potential exercise of the options attached
thereto resulting in the redemption thereof and the issue of linked units,
is subject to the future decisions by the redeemable preference
shareholders. It can be expected that options will only be exercised if the
option strike price is lower than the market price of the linked units,
implying a discount. The issue of linked units at a price lower than the
market price will have a dilution effect. The quantification of the dilution
will depend on the size of the implied discount of the option strike price
in comparison to the market price of the linked units at the time. Therefore
no fully diluted effect has been calculated for illustrative purposes.
3. The adjustments relate to the assumptions that:
- the options are exercised and 80 000 000 redeemable preference shares are
redeemed at R0.10 per share. 80 000 000 new linked units are issued at R6.50
per share pursuant to the exercise of the options, thereby raising R520,0
million capital;
- the cash received of R520,0 million was utilised to repay current debt at an
average funding rate of 10.31% per annum (or 7.22% post tax) for the twelve-
month period ended 31 October 2005;
- estimated costs relating to the evaluation, negotiation and implementation
of the proposed BEE transaction (including professional fees, publishing
costs and statutory fees) of approximately R2.5 million (not tax
deductible);
- the total cost of the options amounting to R19,2 million (not tax
deductible), has been taken into account in terms of IFRS 2; and
- the tax effects related to the above.
6. FAIR AND REASONABLE OPINION
Pursuant to the requirements of 5.53(b) of the Listings Requirements of the
JSE, a fair and reasonable opinion from an independent professional expert is
required, indicating whether the terms and conditions of the proposed BEE
transaction are fair and reasonable to Paraprop"s linked unitholders.
The Board has appointed KPMG Services (Proprietary) Limited ("KPMG Services")
to provide such an opinion, a copy of which the full text will be included as
an annex to the circular to linked unitholders.
7. OPINION OF THE BOARD
As at the date of this announcement, the Board believes the proposed BEE
transaction is fair and reasonable and in the best interests of Paraprop and
its linked unitholders. The Board therefore recommends, based on information
at its disposal at the announcement date and subject to receiving the final
fair and reasonable opinion, that linked unitholders vote in favour of the
resolutions to be considered at a general meeting of Paraprop linked
unitholders to to be convened specifically for this purpose. In respect of
their own holdings of Paraprop linked units, the Board members intend to vote
in favour of the resolutions to be presented at the general meeting.
8. SUSPENSIVE CONDITIONS
The implementation of the proposed BEE transaction is subject to the
fulfilment of, inter alia, the following suspensive conditions:
- all required regulatory approvals being obtained in unqualified form;
- the necessary resolutions being passed by the requisite majority of Paraprop
linked unitholders at a general meeting to be convened specifically for that
purpose and that such resolutions are, to the extent required, registered by
the Registrar of Companies;
- the finalisation of a fair and reasonable opinion by KPMG Services; and
- the finalisation of a diligence by Mvela Group on Paraprop.
9. NATURE OF PARAPROP"S BUSINESS
Paraprop was registered on 9 November 1945 and is a property investment
company with investments in industrial, commercial and retail properties in
the major centres of South Africa. It is the stated intention of the company
to grow its portfolio, with a view to providing a growing return to its
investors.
10. DIRECTORS
The full names, qualifications, business addresses and occupations of the
directors of the company, after the new Board appointments set out in 3.6, but
subject to the nomination of a further director by Mvela Group, are as
follows:
Name and qualifications Business address Occupation
Andrew Dennis Dalling (61) 132 Main Road Non-executive
Dip. Law Greyton, 7233 chairman
Rodney Clive Squire-Howe (64) Tannery Park Managing
23 Belmont Road director
Rondebosch, 7700
Frederick John Jenkings (57) Tannery Park Financial
CA(SA) 23 Belmont Road director
Rondebosch, 7700
Bruce Howe Kerswill (49) Tannery Park Executive
BSc (Town and Regional Planning), 23 Belmont Road director
MBA Rondebosch, 7700
Yolanda Zoleka Cuba (28) Hunts End Non-executive
BCom (Statistics), BCom Hons 36 Wierda Road West director
(Accounting), CA(SA) Wierda Valley
Sandton, 2196
Phesolo Jackson
Alexander Mphafudi (48) Hunts End Non-executive
MBCHB 36 Wierda Road West director
Wierda Valley
Sandton, 2196
John Andrew Bester (59) 10 Mill Street Non-executive
BCom (Hons), CA(SA) Newlands, 7700 director
Arnold Aaron Maresky (39) Tannery Park Executive
CA(SA) 23 Belmont Road director
Rondebosch, 7700
Andrew Douglas
Patterson Ovenstone (63) 30B Oak Avenue Non-executive
BA (Economics), MBA Kenilworth, 7701 director
Gerald Pokras Philips (63) 30 Hudson Street Non-executive
Dip. QS Cape Town, 8001 director
Raymond Selwyn Schur (67) 93 Longmarket Street Non-executive
CA(SA) Cape Town, 8001 director
Robin David Jeffery (60) 29th Floor, Absa Towers Non-executive
MBA 160 Main Street director
Johannesburg, 2001
Robert Reinhardt Emslie (47) 29th Floor, Absa Towers Non-executive
BCom (Hons), CA(SA) 160 Main Street director
Johannesburg, 2001
11. DOCUMENTATION, INCLUDING REVISED LISTING STATEMENT
This announcement is a summary of the full revised listing particulars. It
contains the salient features of the revised listing particulars, forming part
of the circular to be mailed to linked unitholders on or about 5 May 2006
("the circular"), which should be read in its entirety for a full appreciation
thereof. This abridged revised listing statement is not an invitation to the
public to subscribe for securities, but is issued in compliance with the
Listings Requirements of the JSE, for the purpose of providing information to
the public with regard to Paraprop.
Copies of the circular may be obtained during normal business hours from on or
about 5 May 2006 from the registered office of Paraprop, Tannery Park, 23
Belmont Road, Rondebosch, 7700, Cape Town and at the office of the Merchant
bank and transaction sponsor, Absa Corporate and Merchant Bank - Corporate
Finance, 3rd Floor (3W2), Absa Towers North, 180 Commissioner Street,
Johannesburg, 2001.
The circular, which will contain full details of the proposed BEE transaction,
the proposed increase in Paraprop"s authorised but unissued share capital, and
the proposed amendments to the articles of association, and incorporating a
notice of general meeting, which is subject to the approval of the JSE, is
being prepared and is expected to be posted to Paraprop shareholders on or
about 5 May 2006.
12. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The cautionary announcement dated 16 February 2006 is hereby withdrawn.
Cape Town
7 April 2006
Merchant bank and transaction sponsor to Paraprop
ABSA Corporate & Merchant Bank
Corporate Finance
ABSA Bank Limited,
Reg No 1986/004794/06
Legal adviser to Paraprop
Cliffe Dekker
Independent adviser to Paraprop
KPMG
Independent reporting accountants
Ernst & Young
Chartered Accountants (SA)
(Registered Accountants and Auditors)
Sponsor to Paraprop
Nedbank Capital
Transfer secretaries to Paraprop
Computershare Investor Services 2004 (Pty) Ltd
(Registration number 2004/003647/07)
Property manager for Paraprop
Spire Property Services
Asset Managers to Paraprop
Paraprop Asset Managers
Attorneys to Mvela Group
Werksmans Incorporated
(Reg. No. 1990/007215/21)
Date: 10/04/2006 07:51:27 AM Produced by the JSE SENS Department
