| Thu 25 May 2006, 16:03 | | Adonis - Results of general meeting; Offer to min |
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ADO
ADO
Adonis - Results of general meeting; Offer to minorities becomes unconditional;
Restructuring into property investment company; cautionary
announcement; and salient dates
ADONIS KNITWEAR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
("Adonis" or "the Company")
JSE CODE: ADO & ISIN: ZAE000000121
RESULTS OF GENERAL MEETING;
OFFER TO MINORITIES BECOMES UNCONDITIONAL;
RESTRUCTURING INTO PROPERTY INVESTMENT COMPANY;
CAUTIONARY ANNOUNCEMENT; AND
SALIENT DATES
1. INTRODUCTION
The directors of Adonis wish to inform shareholders that at the general
meeting of shareholders held on 25 May 2006, all of the ordinary and
special resolutions proposed were passed with the requisite majorities. The
resolutions approved inter alia the disposal of the entire Adonis business,
the restructure of the share capital into linked units, a change of name, a
general authority to issue linked units for cash, and the offer to
minorities becoming unconditional. Further details are set out below. The
special resolutions are being submitted to CIPRO for approval and
registration on or before 31 May 2006.
2. RESTRUCTURING INTO PROPERTY INVESTMENT COMPANY
The effects of the approval of the various resolutions, the resultant
change of control and appointment of a new board of directors, is as
follows:
2.1 As the condition precedent has been met, the disposal of the Adonis
business to Dream World Investments 363 (Proprietary) limited is being
implemented resulting in Adonis becoming a cash shell with R3 262 500
as its sole asset.
2.2 Following approval of the said disposal, Bevdev CC has acquired 2 488
950 Adonis shares being a holding of 68,66% in Adonis, thereby
resulting in a change of control and the offer by Bevdev to Adonis
minority shareholders of 90 cents per share becoming unconditional.
The closing date for acceptance of the offer is Friday, 2 June 2006 at
12h00.
2.3 As referred to above, various special resolutions are being lodged
with CIPRO that will result in the authorised and issued capital of
Adonis being converted from ordinary shares of 50 cents each into
ordinary shares of 0,1 cent, each linked to one debenture of 0,1 cent.
2.4 Shareholders have approved the change of name of the Company to
SizAfika Property Investments Limited ("SizAfika"), with a JSE share
code of SZA and ISIN number of ZAE000080198.
2.5 A new Memorandum and Articles of Association and a Debenture Trust
Deed has been adopted.
2.6 A general authority to issue linked units for cash has been approved.
2.7 The board of directors of Adonis comprising Mr J Bencen, Ms E
Ellerine, Mrs DC Turner and Mr TA Wall has tendered their resignations
with effect from the close of business on Friday, 26 May 2006.
2.8 The following directors have been appointed to the board with effect
from Thursday, 25 May 2006:
- Mr DJA White: Non-executive Chairman
- Mr BA Smith: Managing director
- Mr JE van der Burgh: Non-executive
- Ms H Dudley: Non-executive
Further appointments to the board are expected to be made in July
2006.
2.9 3 625 000 variable rate redeemable debentures of 0,1 cent are to be
issued on 8 June 2006, one to each holder of an ordinary share of 0,1
cent, thereby creating a linked unit.
3 FUTURE DIRECTION
3.1 The board has authorised SizAfika to acquire a commercial property
portfolio of approximately R2 billion over a two year period. In this
regard, it is at present in the process of concluding acquisition
agreements and in negotiations with property vendors in relation to
properties with a value in excess of R500 million. It is the intention
to acquire properties with net yields in excess of 10%. The rationale
is to acquire properties with re-development potential enhancement
opportunities.
3.2 The board has finalised financing arrangements with a property
financing institution to provide mortgage bond funding for the
property portfolio that the company intends acquiring.
3.3 The board and the major shareholder, has approved a management
agreement entered into with Ziltrex 77 (Pty) Limited ("Ziltrex")
relating to the assembly and acquisition of the commercial property
portfolio, as well as the management of the company and the property
portfolio being acquired. Mr Smith is a director and shareholder of
Ziltrex.
3.4 The board has commenced discussions with black economic empowerment
groupings to facilitate the participation of such investors in
SizAfika, and has arranged a facility to fund such participation.
3.5 The board approved a proposal to raise additional capital of
approximately R7 million to be utilised as working capital to meet
inter alia the anticipated expenses to be incurred in the acquisition
of the property portfolio.
3.6 It was further resolved that the Company establish and capitalise a
subsidiary by subscribing for 3 625 000 new ordinary shares of 0,1
cent per share together with a loan account of 27,9 cents per share.
It is the intention of the board to distribute this equity interest as
a dividend in specie at a future date to be advised ("Distribution")
to those shareholders registered in the share register of the Company
on the dates set out in the Salient Dates and Times below. The date of
the Distribution will be advised to shareholders.
4 CAUTIONARY ANNOUNCEMENT
In view of the negotiations that have been entered into by the board of the
Company, as outlined above, shareholders should exercise caution in their
dealings in their shares. The proposed fund raising, the conclusion of the
management agreement and the proposed acquisition of properties ("the
transactions"), if successfully concluded, could have a material effect on
the price of the Company"s shares. The implementation of the transactions
would require the preparation of circulars, to be sent to shareholders for
their approval once they have been approved by the JSE Limited, the
Securities Regulation Panel and applicable regulatory bodies.
5 SALIENT DATES AND TIMES
The implementation of the various resolutions approved is subject to the
timetable set out below:
2006
Announcement of results of the general
meeting released on SENS and
Offer announced as unconditional on Thursday, 25 May
Announcement of results of the general
meeting published in the Press;
Special resolutions lodged at CIPRO;
Declaration of distribution to shareholders;
and
Last day to trade in respect of the Offer on Friday, 26 May
Record date and Closing date of the Offer on Friday, 2 June
Last day to trade in shares under the old
name "Adonis Knitwear Holdings Limited" and
Last day to trade in order to participate in
the Distribution on Thursday, 8 June
Linked units trade post restructure and in
the new name "SizAfika Property Investments
Limited" with new share code: SZA and ISIN
number: ZAE000080198 Friday, 9 June
Record date of the name change, restructure
and Distribution on Thursday, 15 June
New linked unit certificates posted to
linked unit holders who have surrendered
their share certificates on or before 12h00
on Thursday, 15 June 2006 on Monday, 19 June
Please note that the above dates are subject to amendment in the event that
the necessary special resolutions are not registered by CIPRO timeously.
Details of any amendment will be released on SENS and published in the
press.
Johannesburg
25 May 2006
Corporate Advisor and Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
Date: 25/05/2006 04:03:07 PM Produced by the JSE SENS Department
