| Fri 23 Mar 2007, 15:08 | | UTR/SHF - Unitrans/Steinhoff - Circular Posted |
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SHF UTR
SHF UTR
UTR/SHF - Unitrans/Steinhoff - Circular Posted, Salient Dates and Amended
Financial Effects
UNITRANS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1967/003403/06)
Share code: UTR & ISIN: ZAE000007670
("Unitrans" or "the company")
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1998/003951/06)
Share code: SHF & ISIN: ZAE000016176
("Steinhoff")
Circular Posted, Salient Dates and Amended Financial Effects
1. Introduction
1.1 In an announcement on SENS and in the press on 21 February 2007,
Unitrans shareholders were advised that the company had received an
offer from Steinhoff for the acquisition of the business of Unitrans,
as a going concern, through a wholly-owned subsidiary of Steinhoff
("Steinhoff Newco") ("the disposal").
1.2 A circular to Unitrans shareholders containing details of the disposal
and ancillary transactions as set out in paragraph 2 below
(collectively "the transaction") and notice of a general meeting for
the approval thereof, convened for Friday, 13 April 2007 at 08:00, was
posted yesterday.
1.3 The net effect of the transaction is that Unitrans shareholders, other
than Steinhoff, will ultimately receive Steinhoff shares. Steinhoff
currently holds 60,76% of the issued share capital of Unitrans.
Details of the transaction are set out hereunder.
2. The transaction
2.1 Steinhoff and Unitrans have reached agreement, subject to the
fulfillment of the conditions precedent, in terms of which:
2.1.1 Unitrans will dispose of the Unitrans business as a going concern
to Steinhoff Newco, by means of a disposal in terms of section
228 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
Companies Act");
2.1.2 Unitrans shareholders may elect to exchange their Unitrans shares
for Steinhoff shares, in terms of an initial share exchange offer
and subject to the disposal being approved, in the ratio of 2
Steinhoff shares for every Unitrans share held on Friday, 4 May
2007 ("the initial share exchange offer"). Unitrans shareholders
who fail or decline to exchange their Unitrans shares in respect
of the initial share exchange offer will receive Steinhoff shares
pursuant to an ultimate share exchange (as set out in paragraph
2.1.5 below);
2.1.3 Steinhoff Newco will, as purchase consideration for the Unitrans
business, credit the books of account of Steinhoff Newco with a
loan account claim in favour of Unitrans of R4 471 959 314, which
amount will be reduced by liabilities assumed by Steinhoff Newco
in terms of a disposal agreement ("the Unitrans loan account
claim"). The amount of the Unitrans loan account claim was
determined on the basis of Unitrans` market capitalization based
on its 30-day volume weighted average price up to and including 6
February 2007, being the date immediately preceding the date on
which the independent directors of Unitrans, in principle,
accepted the transaction;
2.1.4 Unitrans will, by way of a distribution in terms of section 90 of
the Companies Act, distribute the Unitrans loan account claim to
Unitrans shareholders who are recorded in the register as
Unitrans shareholders on Friday, 25 May 2007, pro rata to their
Unitrans shareholdings ("the distribution"); and
2.1.5 Unitrans shareholders (other than Steinhoff) recorded in the
register as Unitrans shareholders on Friday, 25 May 2007 will,
immediately after the distribution, be deemed to have ceded their
Unitrans loan account claims to Steinhoff, in accordance with the
terms and conditions forming part of the Unitrans loan account
claim, in exchange for Steinhoff shares on the basis of a
Unitrans minority shareholder receiving 2 Steinhoff shares for
every Unitrans share held on Friday, 25 May 2007 ("the ultimate
share exchange").
2.2 Each of the components of the transaction (i.e. the initial share
exchange offer, the disposal, the distribution and the ultimate share
exchange) form part of one indivisible transaction.
2.3 Subject to the fulfillment of the conditions precedent and
implementation of the distribution, Unitrans will own no assets and,
in terms of the Listings Requirements, will not be eligible for
continued listing. Therefore, the JSE has agreed to suspend the
listing of Unitrans from commencement of trade on Monday, 21 May 2007
and to terminate the listing of Unitrans from the commencement of
trade on Tuesday, 29 May 2007.
2.4 Subject to the passing (and registration by the Registrar of
Companies, where required), of the resolutions which are to be
proposed at the general meeting, Unitrans will be wound up in terms of
sections 349 and 350 of the Companies Act by way of a members`
voluntary winding up. The winding up will commence on the date of
registration of the relevant special resolution, whereafter a
liquidator will be appointed to continue with the winding up process,
which is expected to be completed in approximately 12 months. During
this period, all costs will be borne by Steinhoff Newco which will
have acquired all the assets of Unitrans. There will be no assets or
liabilities remaining in Unitrans and accordingly no final liquidation
distribution will be made to Unitrans shareholders.
3. Financial effects of the transaction on a Unitrans shareholder
3.1 The pro forma financial effects set out below are the responsibility
of the directors of Unitrans and are pro forma only.
3.2 The unaudited pro forma financial effects have been prepared for
illustrative purposes in order to assist shareholders of Unitrans to
assess the effects of the transaction. Based on the assumption that
the transaction:
3.2.1 for purposes of the earnings and headline earnings per share
calculations, had been effective for the calendar year ended 31
December 2006; and
3.2.2 for purposes of net asset value and net asset value adjusted for
the elimination of goodwill, had been effective on 31 December
2006,
the effects of the transaction on a Unitrans minority shareholder
holding 100 Unitrans shares would have been as follows:
Before After Percentage
(per 100 (per 200 change
Unitrans Steinhoff (%)
shares) shares)
(R) (R)
Attributable:
Market value(1) 4 976.00 5 059.28 1,7
Earnings(2) 434,7 381,3 (12,3)
Headline earnings 457,1 394,4 (13,7)
(2)
Net asset value(3) 2 296 2 045 (10,9)
Net asset value 2 023 1 636 (19,1)
adjusted for the
elimination of
goodwill(3)
Notes
(1) The "Before" column reflects Unitrans` 30 day volume
weighted average price attributable to 100 Unitrans shares
as at 6 February 2007 (the date preceding the date upon
which the independent directors of Unitrans accepted, in
principle, the transaction). The "After" column reflects
the pro forma market value attributable to these shares
arrived at on the basis of Steinhoff`s pro forma "After"
headline earnings per share, capitalised at its implied
price earnings multiple applicable to Steinhoff`s 30 day
volume weighted average price attributable to these shares
over the same period and Steinhoff`s historically reported
headline earnings per share of 173 cents for the year ended
30 June 2006.
(2) The "Before" column reflects the annualised earnings and
headline earnings for the calendar year ended 31 December
2006 attributable to 100 Unitrans shares. The "After"
column reflects the annualised pro forma earnings and
headline earnings of Steinhoff attributable to 200 Steinhoff
shares, before the inclusion of transaction costs (including
STC), on the assumption that the initial share exchange
offer and the ultimate share exchange were in effect
throughout the 12 months ended 31 December 2006. The
annualised earnings and headline earnings per share referred
to in this note have been calculated based on both Unitrans`
and Steinhoff`s unaudited interim results for the 6 month
period ended 31 December 2006 rolled for a 12 month period
by the inclusion of the respective company`s audited results
for the year ended 30 June 2006, less the 31 December 2005
unaudited interim results.
(3) The "Before" column represents the net asset value and net
asset value adjusted for the elimination of goodwill
attributable to 100 Unitrans shares as at 31 December 2006,
whereas the "After" column represents the pro forma net
asset value of Steinhoff as at that date, adjusted for the
initial share exchange offer and the ultimate share
exchange, attributable to 200 Steinhoff shares, on the
assumption that the transaction became effective on 31
December 2006.
4. salient dates
Salient dates pertinent to the transaction are as follows:
2007
Circular posted to Unitrans Thursday, 22 March
shareholders on
Proxies to be lodged in respect of Wednesday, 11 April
the general meeting by 08:00 on
General meeting of Unitrans Friday, 13 April
shareholders to be held at 08:00 on
Announcement regarding the results of Friday, 13 April
the general meeting and transaction
unconditional released on SENS on
Announcement regarding the results of Monday, 16 April
the general meeting and transaction
unconditional published in the press
on
Subject to the transaction being
approved at the general meeting:
Last day to trade in Unitrans shares Wednesday, 25 April
to qualify for participation in the
initial share exchange offer
Shares trade "ex" the initial share Thursday, 26 April
exchange offer
Record date for the initial share Friday, 4 May
exchange offer
Forms of acceptance and surrender in Friday, 4 May
respect of shareholders who elect to
accept the initial share exchange
offer to be lodged by 12:00 on
Steinhoff shares issued pursuant to Monday, 7 May
the initial share exchange offer
listed on the JSE at the commencement
of trade on
In respect of certificated Monday, 7 May
shareholders who accept the initial
share exchange offer, Steinhoff share
certificates issued pursuant to the
initial share exchange offer posted
by registered post at the risk of
shareholders on or about
In respect of ematerialized Monday, 7 May
shareholders who accept the initial
share exchange offer, their accounts
at their CSDP or broker updated with
the initial share exchange offer on
Effective date of the disposal Tuesday, 8 May
Lodgement of special resolution in Friday, 11 May
respect of the liquidation of
Unitrans
Last day to trade in Unitrans shares Friday, 18 May
to qualify for participation in the
distribution and ultimate share
exchange
Unitrans listing suspended on the JSE Monday, 21 May
from commencement of trade on
Record date for the distribution and Friday, 25 May
the ultimate share exchange
Steinhoff shares issued pursuant to Monday, 28 May
the ultimate share exchange listed on
the JSE at the commencement of trade
on
In respect of certificated Monday, 28 May
shareholders, Steinhoff share
certificates issued pursuant to the
ultimate share exchange posted by
registered post at the risk of
shareholders on or about
In respect of ematerialized Monday, 28 May
shareholders, their accounts at their
CSDP or broker updated with the
ultimate share exchange on
Unitrans listing terminated on the Tuesday, 29 May
JSE from commencement of trade on
Note
(1) The above dates and times are subject to amendment. Details of
any such amendment will be released on SENS and published in the
press.
(2) No dematerialisation or rematerialisation of Unitrans shares may
take place between Thursday, 26 April 2007 and Friday, 4 May 2007
(both days inclusive), or after Friday, 18 May 2007.
Johannesburg
23 March 2007
Corporate adviser and sponsor Reporting accountants and
auditors
- PSG CAPITAL - - DELOITTE & TOUCHE -
Legal adviser Independent adviser
- CLIFFE DEKKER - - PRICEWATERHOUSECOOPERS
Corporate Finance -
Date: 23/03/2007 15:08:01 Produced by the JSE SENS Department.
