| Fri 22 Dec 2006, 12:53 | | QUY - Quyn - Establishment of broad based black ec |
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QUY
QUY
QUY - Quyn - Establishment of broad based black economic empowerment trust
QUYN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/012245/06)
Share code: QUY ISIN: ZAE000017257
("Quyn" or "the company")
ESTABLISHMENT OF BROAD BASED BLACK ECONOMIC EMPOWERMENT TRUST ("the Trust")
INTRODUCTION
Shareholders are advised that the directors of the company had resolved to
formalize the introduction of Empowerment Investors into the company through the
establishment of an empowerment trust.
ESTABLISHMENT OF THE TRUST
The directors of the company are currently establishing an empowerment trust
under the name The Quyn BBBEE Staff Trust ("the BBBEE Trust") which will be for
the benefit of Black employees of the group as defined in The Codes of Good
Practice on Broad Based Black Economic Empowerment as issued by the Department
of Trade and Industry.
MECHANICS AND STRUCTURE OF THE TRANSACTION ("the Transaction"):
1. Issue of shares to the Trust
Quyn will effective 1 March 2007 issue 19 375 198 new shares to the BBBEE Trust.
This will result in the BBBEE Trust holding 25,73% of the issued share capital
of the company which will total 75 290 000 shares.
The shares will be issued at a price equal to a 10% discount on net asset value
of the shares of the company at 28 February 2007 and will be funded by way of a
loan accounts from Quyn to the Trust ("the Quyn Loan")
The Quyn loan will attract interest at a rate equal to the lower of the prime
rate or a rate which equates to the dividends paid by the company and, until
such time as the loan is repaid, all dividends accruing to the trust will be
applied to fund the costs of the trust, the payment of interest due on the loan
and the repayment of the loan.
2. Disposal of Shares by the Trust
The trustees of the BBBEE Trust will be free to dispose of shares held by the
Trust or to retain such shares. Any disposals, which are subject to the BBBEE
Trust retaining a minimum shareholding in Quyn equal to 2,5% of Quyn`s issued
share capital, must be to investors who fulfill the requirements of the Property
Sector Charter as regards Empowerment.
3. Income/Profits Earned by the Trust
The trustees of the BBBEE Trust may distribute any profits within the Trust
(after the repayment of capital on the Quyn Loan together with interest thereon)
as follows:
50% to Black employees of the Quyn Group; and
50% to an education fund which will be utilized to further the education of
Black employees of the Quyn Group and/or their dependents.
FINANCIAL EFFECTS OF THE TRANSACTION
The directors of the company are responsible for the preparation of the pro-
forma effects of the Transactions. Based on the published unaudited results for
the six months ended 31 August 2006, the unaudited pro-forma financial effects
of the Transaction, on the assumption that the Transaction had been concluded on
31 August 2006 on Quyn`s earnings per share (EPS), headline earnings per shares
(HEPS), net asset (NAV) and net tangible asset value (NTAV) are set out below.
This unaudited pro-forma financial information has been prepared for
illustrative purposes only and, because of its nature, may not fairly represent
Quyn`s financial position and results of the group`s operations, nor the effect
and impact of the Transaction going forward
Per share Before the After the Change
(cents) Transaction Transaction %
EPS 28,2 28,2 0
HEPS 18,6 18,6 0
NAV 117,3 113,2 (3,5)
NTAV 117,3 113,2 3,5)
Shares in issue (000`s) 54 089 75 290
Weighted average (000`s) 60 094 60 147
Notes
1. The "Before" figures have been based on the unaudited financial information
relating to Quyn for the six months ended 31 August 2006.
2. The "After" figures have been based on the information per note (1)
adjusted for the issue of 19 375 198 new shares at an assumed price of 112,5
cents per share and the assumption that the loan relating thereto had earned
interest at the rate of 10% before taxation.
CONDITIONS PRECEDENT TO THE TRANSACTION
The implementation of the Transaction is subject to:
Approval by the requisite majority of Quyn shareholders in general meeting of
the terms of the Transaction and the issue of the new Quyn shares to the Trust
which will be classified as issue of shares for cash;
JSE Limited approval; and
the lodging of the trust deeds with the Master of the High Court of South Africa
and the issue by the Master of the High Court of South Africa of Letters of
Authority, to the trustees.
A circular setting out full details of the proposed Transactions, incorporating
notice convening a general meeting of shareholders will, once approved by the
JSE Limited be posted to shareholders during January 2007.
Johannesburg
22 December 2006
Sponsor
Arcay Moela Sponsors
Arcay Moela Sponsors (Pty) Ltd
Date: 22/12/2006 12:53:09 Produced by the JSE SENS Department.
