| Mon 22 Jan 2007, 8:27 | | MOB - MBN - MOBD - Mobile - Share Capital Restruct |
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MOB MBN MOBD
MOB
MOB - MBN - MOBD - Mobile - Share Capital Restructuring Salient Dates And
Times
MOBILE INDUSTRIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/014997/06)
Share code: ISIN:
MOB ZAE000004602
MBN ZAE000012274
MOBD ZAE000004610
("Mobile" or "the Company")
SHARE CAPITAL RESTRUCTURING SALIENT DATES AND TIMES
1. INTRODUCTION
Security holders are referred to the joint Mobile and Trencor Limited
announcement of 23 August 2006, informing them, inter alia, of the
Mobile Board`s proposal to simplify the Company`s capital structure by
consolidating its two classes of equity shares into a single class.
Given that historically the "N" ordinary shares have traded at a share
price closely approximating the share price of the ordinary shares, it
is proposed that this be implemented by decreasing the par value of
the ordinary shares to that of the "N" ordinary shares and then
renaming the "N" ordinary shares to ordinary shares (the "share
capital restructuring"). In addition, the current terms of the
convertible debentures provide for their conversion into one ordinary
share and two "N" ordinary shares. It will therefore be necessary to
amend the terms of the convertible debentures to provide for their
conversion into three ordinary shares instead.
The proposed share capital restructuring and the amendment to the
conversion terms of the convertible debentures will be implemented as
follows:
1. The par value of the issued ordinary shares will be reduced from 0,5
cent per share to 0,005 cent per share and an amount of 0,495 cent per
share will be paid in cash as a return of capital ("the capital
repayment"), in terms of section 90 of the Companies Act, No. 61 of
1973, as amended, to the holders of ordinary shares. Subject to
shareholders` approval, where the amount to be paid to an ordinary
shareholder is R20,00 or less, such amount may, at the discretion of
the Board, not be paid but donated to a charity.
2. The authorised but unissued ordinary shares will be sub-divided on a
hundred-for-one basis into shares of 0,005 cent per share each.
3. All the "N" ordinary shares, issued and unissued, will be renamed
ordinary shares and the memorandum and articles of association of the
Company will be amended by removing the references to the "N" ordinary
shares.
4. The terms of the debenture trust deed will be amended to adjust the
conversion terms from the current one ordinary share and two "N"
ordinary shares to be three ordinary shares instead.
The share capital restructuring has no effect on earnings and headline
earnings per share and the effect on net asset value and net tangible
asset value per share is less than 1% and is thus immaterial.
2. RATIONALE
Current stock market practice is to avoid the creation of shares with
different voting rights. Furthermore, the different classes of shares
provide multiple investment entry points into Mobile. Accordingly, the
Board is proposing resolutions that will align shareholders` voting
interests with their economic interests and reduce the number of
investment entry points into Mobile.
3. SALIENT DATES AND TIMES
The salient dates and times in respect of the share capital
restructuring are set out below:
2007
Circular posted Monday, 22 January
Last day for receipt of forms of proxy
for the general meetings of
security holders by 15:00 Friday, 16 February
General meetings of security holders to commence
at:
- 15:00 for the general meeting of
- shareholders ("meeting 1");
- 15:15 or as soon as meeting 1 is concluded,
- for the
separate general meeting of ordinary shareholders
("meeting 2");
- 15:30 or as soon as meeting 2 is concluded, for the
separate general meeting of "N" ordinary shareholders
("meeting 3"); and
- 15:45 or as soon as meeting 3 is concluded,
- for the general meeting of convertible debenture
- holders Monday, 19 February
Results of the general meetings released on the
Securities Exchange News Service
("SENS") of the JSE Limited ("JSE") Tuesday, 20 February
Results of the general meetings published
in the press Wednesday, 21 February
Last date to trade Friday, 2 March
Trading in new ordinary shares with a
par value of 0,005 cent per share under the
new ISIN ZAE000091435 commences Monday, 5 March
Suspension of the listing of the "N"
ordinary shares on the JSE Monday, 5 March
Record date Friday, 9 March
Issue of new ordinary shares from the
commencement of trade Monday, 12 March
Termination of the listing of the
"N" ordinary shares at the
commencement of trade Monday, 12 March
Holders of dematerialised ordinary shares
will have their accounts at their CSDP or broker
credited with the capital repayment and their
accounts updated with the new ordinary shares Monday, 12
March
Holders of dematerialised "N" ordinary shares
will have their accounts at their CSDP or
broker updated with the new ordinary shares Monday, 12 March
Posting of replacement new ordinary share
certificates to holders of certificated
ordinary and/or "N" ordinary shares (see note 2)
on or about Monday, 12 March
Posting of cheques to holders of certificated
ordinary shares on or about Monday, 12 March
Notes:
1. The dates and times may be subject to amendment. Any such
amendment will be released on SENS and published in the press.
2. Replacement new ordinary share certificates will be issued on or
about Monday, 12 March 2007, for forms of surrender together with
documents of title received by the close of business on Friday, 9
March 2007, and thereafter within five business days of receipt
of such forms of surrender, together with documents of title.
3. Share certificates in respect of existing ordinary shares and "N"
ordinary shares may not be dematerialised or rematerialised after
Friday, 2 March 2007.
4. CIRCULAR TO SECURITY HOLDERS
A circular to security holders, containing full details of the
share capital restructuring and incorporating notices of general
meetings to approve the share capital restructuring and
consequential amendments to the debenture trust deed, will be
posted today.
Cape Town
22 January 2007
www.mobile-industries.net
Financial adviser
ROTHSCHILD
Attorneys
Edward Nathan sonnenbergs
Sponsor
Rand Merchant Bank
A division of FirstRand Bank Limited
Date: 22/01/2007 08:27:01 Produced by the JSE SENS Department.
