| Fri 13 Oct 2006, 11:31 | | Metrofile Holdings Limited - Capital reorganisatio |
|
MFL
MFL
Metrofile Holdings Limited - Capital reorganisation
Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL ISIN: ZAE000061727
("Metrofile Holdings" or "the Company")
Capital reorganisation: rights Offer, Acquisition of minority interests
and buy back and cancellation of treasury shares
INTRODUCTION
In the announcements on SENS on Friday, 15 September 2006 it was
announced that Metrofile Holdings will:
- be recapitalised by means of a rights offer, in an aggregate amount
of R142 million by the issue of 188 897 403 Metrofile Holdings
shares at an issue price of 75 cents per share ("rights offer
shares"), in a ratio of 255 rights offer shares for every 100
Metrofile Holdings shares held on the record date of the rights
offer("the rights offer"), which rights offer is to be underwritten
by Sabvest Financial Services (Proprietary) Limited ("SFS"), a
wholly owned subsidiary of Sabvest Limited ("Sabvest");
- acquire the cumulative 35% interest held by the minority
shareholders in the issued share capital of Metrofile (Proprietary)
Limited ("Metrofile") ("the acquisition of minority interests") in
consideration for the issue of a cumulative 35% interest in
Metrofile Holdings;
- buy-back and cancel the existing 7 million treasury shares held by
MGX Management Services (Proprietary) Limited ("MGX Management
Services"); and
- place 10 million Metrofile Holdings shares under the control of the
directors to issue for cash under a general authority should this be
required for the settlement of other group liabilities and
contingent liabilities,
together "the capital reorganisation".
Further to this announcement, shareholders are advised that the terms set
out in the announcement of Friday, 15 September remain in effect and any
changes thereto have been set out below.
CONDITIONS PRECEDENT TO THE RIGHTS OFFER AND THE ACQUISITION OF MINORITY
INTERESTS
All conditions precedent to the rights offer have been fulfilled.
Conditions precedent to the acquisition of minority interests include the
completion of the rights offer by 30 November 2006.
INDEPENDENT EXPERT"S OPINION IN RESPECT OF THE ACQUISITION OF MINORITY
INTERESTS
Mineworkers Investment Company (Proprietary) Limited ("MIC") is a
material shareholder (as defined in the Listings Requirements of the JSE
Limited ("the JSE Listings Requirements")) in a subsidiary company of
Metrofile Holdings, namely Metrofile and the acquisition of the minority
interests in Metrofile is therefore a related-party transaction.
Accordingly, the Company has appointed Deloitte & Touche Corporate
Finance ("Deloittes") in terms of paragraph 10.4 of the JSE Listings
Requirements to provide shareholders with a fair and reasonable opinion.
A copy of this opinion will be included in a circular to be sent to
shareholders on Monday, 6 November 2006.
DIRECTORS RECOMMENDATION
The directors, having considered the terms of the acquisition of minority
interests and having considered the independent advice of Deloittes, are
of the unanimous opinion that they are fair and reasonable from a
financial perspective to Metrofile Holdings shareholders.
Accordingly, the directors recommend that shareholders vote in favour of
the resolutions to be proposed at the general meeting to be held on
Wednesday, 29 November 2006 ("the general meeting"). The directors intend
to vote in favour of the resolutions in respect of their own holdings of
Metrofile Holdings shares.
NOTICE OF GENERAL MEETING
A general meeting of Metrofile Holdings shareholders will be held at
09h00 at the offices of attorneys Webber Wentzel Bowens, 10 Fricker Road,
Illovo Boulevard, Johannesburg on Wednesday, 29 November 2006 for the
purposes of considering and, if deemed fit, adopting the requisite
resolutions to, inter alia:
- approve the acquisition of the minority interests;
- place the shares created in respect of the acquisition of the
minority interests and sufficient shares required in respect of the
settlement of the contingent liabilities under the control of the
directors, and authorise the directors of the Company to issue and
allot such shares; and
- approve the buy-back by Metrofile Holdings of the treasury shares
from MGX Management Services.
SALIENT DATES AND TIMES OF THE RIGHTS OFFER AND THE ACQUISITION OF
MINORITY INTERESTS
2006
Declaration data released on SENS Friday, 13 October
Declaration data released in the press Monday, 16 October
Finalisation data released on SENS (if Friday, 20 October
required)
Last day to trade in Metrofile Friday, 27 October
Holdings shares in order to
participate in the rights offer (cum
entitlement)
Listing of letters of allocation on Monday, 30 October
the JSE
Letters of allocation commence trading Monday, 30 October
on the JSE with effect from
commencement of trade on
Metrofile Holdings shares commence Monday, 30 October
trading ex-rights on the JSE
Record date for the letters of Friday, 03 November
allocation
Rights offer opens at 09:00, on Monday, 06 November
Last day for trading letters of Friday, 17 November
allocation on the JSE
Rights offer closes at 12:00, on (see Friday, 24 November
Note 3)
Record date for the rights offer Friday, 24 November
Rights offer shares issued and posted Monday, 27 November
to holders of certificated Metrofile
Holdings shares, on or about
CSDP or broker accounts in respect of Monday, 27 November
holders of dematerialised Metrofile
Holdings shares debited and updated
Results of rights offer announced on Monday, 27 November
SENS
Last day to lodge forms of proxy for Monday, 27 November
the general meeting by 09:00, on
Listing of rights offer shares and Tuesday, 28 November
trading therein on the JSE commences
Results of rights offer published in Tuesday, 28 November
the press
Refund cheques posted to holders of Tuesday, 28 November
certificated Metrofile Holdings
shares, if applicable, in respect of
excess applications
General meeting of shareholders to be Wednesday, 29 November
held at 09:00, on
Results of the general meeting Wednesday, 29 November
published on SENS, on
Results of the general meeting Thursday, 30 November
published in the press, on
Notes:
1 In respect of Metrofile Holdings shares, share certificates may not
be dematerialised or rematerialised between Monday, 30 October 2006
and Friday, 3 November 2006, both days inclusive.
2 CSDPs effect payment on a delivery versus payment method in respect
of qualifying shareholders holding dematerialised Metrofile Holdings
shares.
3 If you are a shareholder holding dematerialised Metrofile Holdings
shares at the close of business on the record date of the rights
offer you are required to notify your duly appointed CSDP or broker
of your acceptance of the rights offer in the manner and time
stipulated in the agreement governing the relationship between
yourself and your CSDP or broker.
4 The above important dates and times in relation to the general
meeting are subject to change. Any changes will be released on SENS
and published in the press.
5 If the general meeting is adjourned or postponed, forms of proxy
must be received by no later than 48 hours prior to the time of the
adjourned or postponed general meeting (excluding Saturdays, Sundays
and official South African public holidays).
6 Unless otherwise indicated, all times are South African times.
EXCESS ALLOCATIONS
Shareholders are advised that all rights offer shares not taken up in
terms of the rights offer will be available for allocation to holders of
letters of allocation who wish to apply for a greater number of rights
offer shares than those offered to them in terms of the rights offer.
DOCUMENTATION
A circular containing the details of the capital reorganisation will be
posted to shareholders on Monday, 6 November 2006.
Johannesburg
13 October 2006
Investment bank and sponsor
Standard Bank
Attorneys
Webber Wentzel Bowens
Joint attorneys
Charl du Plessis Attorneys
Reporting accountants and auditors
Deloitte & Touche
Registered Auditors
Independent expert
Deloitte & Touche Corporate Finance
Date: 13/10/2006 11:31:21 AM Produced by the JSE SENS Department
