| Fri 8 Sep 2006, 12:49 | | Shops for Africa - Application to set aside volunt |
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SFA
SFA
Shops for Africa - Application to set aside voluntary winding-up
Shops for Africa Limited (In Liquidation)
Suspended
(Incorporated in the Republic of South Africa)
(Company Registration Number 2000/018084/06)
Share Code : SFA & ISIN Code : ZAE000031241
("Shops for Africa" or "the company")
APPLICATION TO SET ASIDE VOLUNTARY WINDING-UP OF SHOPS FOR AFRICA
1. INTRODUCTION
Shops for Africa shareholders are referred to the announcement dated 3
April 2006, previous announcements published on SENS and in the press
and the circular dated 19 February 2004, wherein they were advised of
the disposal by Shops for Africa of its entire property portfolio to
ApexHi Properties Limited ("ApexHi"), the distribution of the disposal
consideration consisting of Apex-Hi linked units, the voluntary
winding up of the company, the suspension of trading in the company"s
linked units and the subsequent termination of the company"s listing
on the JSE Limited ("JSE"). Trade in the linked units of the company
on the JSE was suspended on Monday, 24 May 2004 and Mr Jurgens
Steenkamp was appointed as liquidator to the company.
Shareholders were advised that the finalisation of the winding up of
the company and therefore payment of the final liquidation dividend
had been delayed as a result of delays in obtaining final income tax
assessments.
During the course of the liquidation Trematon Capital Investments
Limited ("Trematon") acquired 75.8% of the issued share capital of
Shops for Africa.
2. APPLICATION FOR SETTING ASIDE OF VOLUNTARY WINDING-UP ORDER
In its capacity as majority shareholder, Trematon on 31 August 2006,
applied for the setting aside of the voluntary winding-up of Shops for
Africa in terms of section 354 of the Companies Act No.61 of 1973.
The rationale for the application is set out, inter alia, as follows:
2.1 The final liquidation dividend in the voluntary winding-up of the
company would take the form of a small cash component and the
distribution of the remainder of the ApexHi linked units held by
Shops for Africa. The monetary value of this dividend, having
regard to the value of the ApexHi linked units at 23 August 2006,
was approximately 31 cents per Shops for Africa share. The final
liquidation dividend would be net of Capital Gains Tax in the
amount of approximately R750 000, payable by the company. Should
the winding-up order be set aside no Capital Gains Tax will be
payable.
2.2 Should the voluntary winding-up of the company be set aside
Trematon has resolved to procure a capital injection into Shops
for Africa of at least R28 million by means of an underwritten
rights offer to all shareholders. Thereafter Trematon intends
to:
2.2.1 apply for the lifting of the suspension of trade in the
shares of the company on the JSE and the reinstatement
of Shops for Africa as an investment entity on the main
board of the JSE, subject to the company meeting all
JSE Listings Requirements in this regard, thereby
affording its shareholders the ability to trade in
their shares on the open market;
2.2.2 assist the company in conducting new business by
acquiring new investments either in fixed property or
property unit trusts or a combination of these, thereby
procuring capital growth and dividend flow, which
could, over time, exceed the value of the final
liquidation dividend.
2.3 COURT ORDER
2.3.1 The High Court of South Africa (Cape of Good Hope
Provincial Division) on Thursday, 31 August 2006,
ordered that a rule nisi be issued calling upon all
persons interested to show cause, if any, at 10 am on
27 September 2006 why an Order should not be made in
the following terms:
That the voluntary winding-up of Shops for Africa be set aside in
terms of section 354 of the Companies Act No.61 of 1973;
2.3.1.2 That only such person/s as may oppose this
application shall bear its costs;
Service of the Order shall be effected:
By one publication in each of the Business Day, the
Government Gazette and the Securities Exchange News Service
of the JSE Limited;
By pre-paid registered post to al creditors of Shops for
Africa with claims in excess of R5 000.00; and
By pre-paid registered post to all shareholders of Shops for
Africa.
2.3.3 Service of the application and the Order shall be
effected on:
The Master of the Court;
Mr Jurgens Steenkamp NO; and
The Registrar of Companies.
3. FURTHER ANNOUNCEMENT
Shareholders are advised that a further announcement will be made
after 27 September 2006, the return date of the rule nisi.
Jurgens Steenkamp
Shops for Africa Limited (in liquidation)
Cape Town
8 September 2006
Date: 08/09/2006 12:49:42 PM Produced by the JSE SENS Department
