| Tue 21 Nov 2006, 7:00 | | Imperial Holdings Limited - Abridged pre-listing s |
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IPL
IPL
Imperial Holdings Limited - Abridged pre-listing statement
Imperial Holdings Limited
(Incorporated and registered in the Republic of South Africa)
(Registration number 1946/021048/06)
Ordinary share code: IPL & ISIN: ZAE000067211
Preference share code: IPLP & ISIN: ZAE000088076
("Imperial" or "the Issuer")
Abridged Pre-Listing statement relating to non-Redeemable, non-Participating
preference shares
1. Introduction
Shareholders are referred to Imperial"s 2006 annual report and notice of annual
general meeting in which it was announced that Imperial intended to raise
capital through the issue of non-redeemable, non-participating preference shares
with a par value of ZAR 0.04 (four cents) each ("Preference Shares").
Imperial is pleased to announce that, pursuant to a private placement, 3 000 000
Preference Shares will be issued on 21 November 2006 at an issue price of ZAR
100 per Preference Share, resulting in Imperial raising ZAR 300 million.
2. Listing of the Preference Shares on the JSE Limited
The JSE Limited ("JSE") has granted the listing of the 3 000 000 Preference
Shares in the "Specialist Securities - Preference Shares" sector of the JSE,
under the share code "IPLP" and ISIN ZAE000088076, with effect from the
commencement of business on Tuesday, 21 November 2006.
3. Salient features of the Preference Shares
The salient features of the Preference Shares are set out below:
Issuer:
Imperial Holdings Limited
Issue Price:
ZAR 100 per Preference Share
Issue size:
ZAR 300 000 000
Issue Date:
21 November 2006
Ranking:
The Preference Shares shall confer the right, on a winding-up of the Issuer, to
a return of capital in an amount equal to the aggregate Issue Price divided by
the number of the Preference Shares then in issue, in priority to the ordinary
shares of the Issuer and any other class of shares of the Issuer not ranking in
priority to or pari passu with the Preference Shares, save for the preferred
ordinary shares and the redeemable preference shares, which will rank in
priority to the Preference Shares. Preference shareholders" claims to Arrear
Preference Dividends, on the winding-up of the Issuer, will rank pari passu with
the claims of ordinary shareholders.
Calculation Dates:
25 June and 25 December each year.
Preference Dividend:
If declared, six-monthly, calculated in arrears.
Preference Dividend Periods:
The six-monthly periods prior to the Calculation Dates.
Preference Dividend Payment Dates:
A date determined by a resolution of the directors, but in any event each
Preference Dividend, if declared, shall be payable not later than 120 (one
hundred and twenty) days after the applicable Calculation Date.
Preference Dividend Rate:
75% of the Average Prime Rate for the applicable Preference Dividend Period.
Compulsory Payment of Preference Dividend:
If the criteria allowing the directors to optionally defer payment of the
Preference Dividend do not prevail, the Issuer will be obliged to declare and
pay the Preference Dividend.
Optional Deferral of Preference Dividends:
The Issuer may elect not to pay the Preference Dividend in respect of any
Preference Dividend Period if both of the following criteria are met:
(i) no dividend or other distribution has been made to ordinary
shareholders during the Preference Dividend Period to which the
Preference Dividend relates; and
(ii) neither the Issuer nor a subsidiary has repurchased ordinary shares
in the Issuer during the Preference Dividend Period to which the
Preference Dividend relates,
whereupon such Preference Dividend will be deemed to be an Arrear Preference
Dividend.
Arrear Preference Dividends:
Arrear Preference Dividends will be cumulative and will be increased at a rate
of 75% of the Average Prime Rate, compounded monthly, from the applicable
Calculation Date until paid in full, subject to the limitations outlined in
"Payment of Arrear Preference Dividends" below.
Whilst Preference Dividends remain in arrears, the Issuer is subject to certain
restrictions in relation to any distributions to preference shareholders or
ordinary shareholders and the redemption or repurchase of capital.
Payment of Arrear Preference Dividends:
The Issuer is obligated to pay any Arrear Preference Dividend within a period of
five years from the relevant Calculation Date, from the proceeds raised by
issuing new ordinary shares, or selling ordinary shares held by a subsidiary,
within a period of 6 (six) months prior to such payment.
Any issue or sale of ordinary shares in any year for this purpose shall be
limited to 2% of the Issuer"s issued ordinary share capital in issue at the
time.
Any Arrear Preference Dividend, or part thereof, that the Issuer is unable to
pay as a result of this limit will lapse and will not accumulate.
Offer to Redeem:
If the Issuer concludes or implements a sale of a major undertaking or asset/s,
which constitutes a Category 1 transaction as contemplated in the JSE Listings
Requirements, the Issuer will apply at least 90% of the cash proceeds of any
such sale within a period of 12 (twelve) months from the receipt thereof to
repay indebtedness ranking ahead of the Preference Shares or to purchase assets
to be utilised by the Issuer in the conduct of its business, failing which the
Issuer shall make an offer to the Preference Shareholders to redeem the
Preference Shares at the Deemed Value (ZAR 100 per Preference Share), together
with any Preference Dividends, calculated up to the date of redemption, within a
period of 90 (ninety) days from the 12 (twelve) month period having elapsed.
Change in Tax Clause:
If there is any amendment or amendments to the Income Tax Act that results in
the Preference Dividends becoming a deductible expense for the Issuer and
taxable in the hands of any Preference Shareholders, then, in respect of the
Preference Dividend Period commencing after the introduction of such change and
thereafter, the Preference Dividend Rate will be increased by the Issuer. Such
increase will be limited to the extent that the Company incurs less after tax
cost in servicing the Preference Shares, which cost savings it would not have
obtained but for such amendments to the Income Tax Act. Any such adjustment
shall be verified by the Issuer"s auditors.
If such amendments to the Income Tax Act do not result in the Issuer incurring
less after tax costs in servicing the Preference Shares, then, notwithstanding
that such amendment may result in a decrease in the after tax returns of any
Preference Shareholder on its holding of Preference Shares, no change shall be
made to the Preference Dividend Rate.
No changes to the Preference Dividend Rate shall be made as a result of any
changes to (including the removal of) the rate of STC (or similar levy applied)
which may be applicable to the Issuer from time to time.
Voting Rights:
Preference Shareholders will not be entitled to vote at any meeting of the
Issuer unless any Preference Dividends declared or amounts due to such
Preference Shareholders remain in arrear and unpaid after 6 (six) months from
the relevant Calculation Date or a resolution of the Issuer is proposed which
affects the rights attaching to the Preference Shares or the interests of the
Preference Shareholders including, but not limited to, a resolution for the
winding-up of the Issuer or reduction of capital or share premium (other than a
reduction of capital in lieu of a normal cash dividend to ordinary shareholders
or holders of preferred ordinary shares).
At every general meeting of the Issuer at which holders of the Preference
Shares as well as other classes of shares are present and entitled to vote, a
Preference Shareholder shall be entitled to that portion of the total votes in
the Issuer which aggregate amount of the par value of the Preference Shares held
by him bears to the aggregate amount of the par value of all shares issued by
the Issuer provided that the total voting rights attributable to the Preference
Shares at such meeting shall be limited to a maximum of 24.9% (twenty four point
nine percent) of the total voting rights of all the shareholders exercisable at
a meeting of all shareholders of the Issuer. Furthermore, the aggregate par
value of the issued Preference Shares may not exceed 24.9% (twenty four point
nine percent) of the aggregate par value of all issued shares in the capital of
the Issuer.
The following will require a resolution of not less than 75% of the votes
exercisable by Preference Shareholders, who are present and voting, passed at a
separate general meeting of such Preference Shareholders:
(i) the creation or issue of shares in the capital of the Issuer ranking as
regards rights to dividends or, on a winding-up as regards return of
capital, in priority to the Preference Shares, save for the redeemable
preference shares in the Issuer; and/or
(ii) the amendment, variation, addition to or abrogation of any rights and/or
entitlements attached to the Preference Shares.
4. Information relating to Imperial
4.1 History and nature of business
Imperial was incorporated in South Africa in 1946 and listed on the JSE in 1987.
Imperial"s activities include a wide range of services relating to
transportation and mobility in its broader context, including transportation and
logistics, vehicle and forklift leasing, equipment hire and fleet outsourcing,
aviation leasing and sales, car rental and tourism, motor vehicle importation
and distribution, motor vehicle retailing and a related financial services arm
including short-term insurance, life assurance services, re-insurance and its
49.9% shareholding in Imperial Bank Limited.
4.2 Directors
The full names, ages, nationalities, addresses and qualifications of the
directors of Imperial are set out below:
Leslie Boyd Non-executive Chairman
Appointed: June 2001
Age: 69
Business address: 54 Tweeddale Road, Hyde Park, 2196
Qualifications: C Eng F.I.M (UK)
Nationality: South African
William G Lynch Chief Executive Officer
Appointed: 1987
Age: 63
Business address: Imperial Place, Jeppe Quondam, 79 Boeing Road East,
Bedfordview, 2007
Nationality: Irish
Philip L Erasmus Non-executive director
Appointed: August 1993
Age: 66
Business address: 261 Fish Eagle Crescent, The Cove, Hartebeespoortdam
Nationality: South African
Phumzile Langeni Non-executive director
Appointed: June 2004
Age: 32
Business address: Pelawan Investments, 1st Floor, North Wing,
43 Wierda Road West, Sandton
Qualifications: B Com (Accounting)
Nationality: South African
Michael J Leeming Non-executive director
Appointed: November 2002
Age: 62
Business address: 10 Somerset Estates, 100 East Avenue, Athol, 2196
Qualifications: B Com, M Com, FCMA, FIBSA, AMP
Nationality: South African
Roy J McAlpine Non-executive director
Appointed: August 1998
Age: 65
Business address: Suite 115, Killarney Office Park, Riviera Road, Killarney
Qualifications: BSc, CA (SA)
Nationality: South African
Veli J Mokoena Non-executive director
Appointed: March 2004
Age: 46
Business address: 55 Forge Road, Spartan, Kempton Park, 1619
Qualifications: BA, Post Graduate Diploma in Management (Wits), Executive
Development Programme (New York)
Nationality: South African
Popo S Molefe Non-executive director
Appointed: June 2005
Age: 54
Business address: 2nd Floor, Metier Building, 5 Commerce Square,
39 Rivonia Road, Sandton
Qualifications: Phd (H.C.)
Nationality: South African
Valli M Moosa Non-executive director
Appointed: June 2005
Age: 49
Business address: 2nd Floor, Metier Building, 5 Commerce Square,
39 Rivonia Road, Sandton
Qualifications: BSc
Nationality: South African
Carol E Scott Non-executive director
Appointed: July 1990
Age: 59
Business address: Imperial Place, Jeppe Quondam, 79 Boeing Road East,
Bedfordview, 2007
Nationality: South African
Max V Sisulu Non-executive director
Appointed: March 2004
Age: 61
Business address: 349 Elizabeth Grove, Lynnwood, Pretoria, 0081
Qualifications: MA, MPA
Nationality: South African
Roderick J A Sparks Non-executive director
Appointed: July 2006
Age: 47
Business address: 14 Welbeloond Road, Constantia, 7806
Qualification: B Com, CA (SA)
Nationality: South African
Ashley A Tugendhaft Non-executive director
Appointed: April 1998
Age: 58
Business address: 20th Floor, Sandton City Office Block, 5th Street,
Sandton, 2192
Qualifications: BA, LLB
Nationality: South African
Younaid Waja Non-executive director
Appointed: June 2004
Age: 54
Business address: Ittikaat House, 6 Albert Street, Lenasia,
Johannesburg, 1820
Qualifications: B Com, CA (SA)
Nationality: South African
Roeloff J Boettger Executive director
Appointed: November 2002
Age: 45
Business address: Imperial Place, Jeppe Quondam, 79 Boeing Road East,
Bedfordview, 2007
Qualifications: B Acc (Hons), CA (SA)
Nationality: South African
Hubert R Brody Executive director
Appointed: August 2006
Age: 42
Business address: Imperial Place, Jeppe Quondam, 79 Boeing Road East,
Bedfordview, 2007
Qualifications: BAcc (Hons), CA (SA)
Nationality: South African
Manuel P de Canha Executive director
Appointed: November 2002
Age: 56
Business address: Imperial Place, Jeppe Quondam, 79 Boeing Road East,
Bedfordview, 2007
Nationality: South African
Recht H L Hiemstra Executive director
Appointed: July 1993
Age: 50
Business address: Imperial Place, Jeppe Quondam, 79 Boeing Road East,
Bedfordview, 2007
Qualifications: B Compt (Hons), CA (SA)
Nationality: South African
Walter S Hill Executive director
Appointed: August 2006
Age: 47
Business address: Imperial Place, Jeppe Quondam, 79 Boeing Road East,
Bedfordview, 2007
Qualifications: HN Dip (Ind Eng), AEP
Nationality: South African
Abdul Hafiz Mahomed Executive director
Appointed: March 1989
Age: 55
Business address: Imperial Place, Jeppe Quondam, 79 Boeing Road East,
Bedfordview, 2007
Qualifications: B Compt (Hons), CA (SA), HDipTax
Nationality: South African
Gerhard W Riemann Executive director
Appointed: January 2000
Age: 60
Business address: Kasteelstrasse 2, D-47119, Duisburg, Germany
Nationality: German
4.3 Share Capital
Imperial"s authorised and issued share capital at the date of listing is set out
below:
Authorised ZAR"000
394 999 000 ordinary shares of ZAR 0.04 (four cents) each 15 800
50 000 000 deferred ordinary shares of ZAR 0.04 (four cents) each 2 000
15 000 000 preferred ordinary shares of ZAR 0.04 (four cents) each 600
1 000 redeemable preference shares of ZAR 0.04 (four cents) each -
40 000 000 non-redeemable, non-participating preference shares of
ZAR 0.04 (four cents) each 1 600
Total authorised share capital 20 000
Issued
209 617 979 ordinary shares of ZAR 0.04 (four cents) each 8 385
19 293 859 deferred ordinary shares of ZAR 0.04 (four cents) each 772
14 516 617 preferred ordinary shares of ZAR 0.04 (four cents) each 581
3 000 000 non-redeemable, non-participating preference shares of
ZAR 0.04 (four cents) each 120
Share premium 2 051 880
Total issued share capital 2 061 738
* A total of 20 252 955 ordinary shares are held by wholly-owned subsidiaries of
Imperial.
5. Copies of the Offering Circular
A final offering circular containing full details of the Preference Shares and
the private placement may be obtained during normal business hours from
Tuesday, 21 November 2006 to Tuesday, 5 December 2006 from:
- Imperial Holdings Limited, Imperial Place, Jeppe Quondam, 79 Boeing Road
East, Bedfordview; and
- The Standard Bank of South Africa Limited, 5th Floor, 3 Simmonds Street,
Johannesburg.
Alternatively, an electronic copy of the Offering Circular can be obtained from
www.imperial.co.za.
Johannesburg
21 November 2006
Lead manager
Standard Bank
Corporate law advisers to lead manager
Cliffe Dekker
Corporate law advisers to Imperial
TWB
Tugendhaft Wapnick Banchetti and Partners
Auditors
Deloitte
Deloitte & Touche
Registered Auditors
Sponsor
Merrill Lynch
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of JSE Limited
Transfer secretaries
Computershare Investor Services 2004 (Pty) Ltd
(Registration number 2004/003647/07)
Date: 21/11/2006 07:00:31 AM Produced by the JSE SENS Department
