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UNI - Universal Industries Corporation Limited - Dealing in securities
Universal Industries Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1996/004343/06)
JSE code: UNI ISIN: ZAE000110664
("Universal" or the "Company")
DEALING IN SECURITIES
Shareholders are referred to the firm intention announcement released on the
Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on 29
July 2011 and published in the press on 1 August 2011 (the "Firm Intention
Announcement").
Terms defined in the Firm Intention Announcement shall bear the same
meanings where used in this announcement.
The Firm Intention Announcement sets out the information required under
Regulation 101(6) of the Companies Act after the Independent Board received
a notice of firm intention from Ethos and the Existing Shareholders
Consortium to propose a scheme of arrangement between Universal and
Universal shareholders (excluding the Existing Shareholders Consortium) in
terms of which all the issued ordinary shares in Universal (excluding the
Excluded Shares) will be repurchased by the Company from the Scheme
Participants for a cash consideration of R2,50 per ordinary share.
On 29 July 2011, Ethos and the Existing Shareholders Consortium entered into
a written shareholders agreement, which becomes effective on the Operative
Date (provided that such Operative Date occurs prior to 31 December 2011)
(the "Shareholders Agreement"), in terms of which, inter alia, -
- Ethos has undertaken, subject to the Scheme becoming unconditional in
accordance with its terms, and after the Operative Date, to subscribe for
143 200 000 new shares in the share capital of the Company at R2,50 per new
share;
- in order to reduce the shareholding of the Existing Shareholders
Consortium so that Ethos and the Existing Shareholders Consortium have an
equal 50:50 shareholding in the Company post the implementation of the
Scheme (but prior to the introduction of an empowerment structure such that
10% of the issued share capital of the Company will be made available after
the Operative Date to a new black economic empowered shareholder/s), the
Company will repurchase 186 032 462 ordinary shares held by the Existing
Shareholders Consortium at R2,27 per share for an aggregate consideration of
R422 801 050 (the "Repurchase").
The conclusion of the Shareholders Agreement referred to above, more
particularly, the undertaking by those directors of the Company (or their
associates) (who comprise the Existing Shareholders Consortium) to sell
their Universal shares to the Company pursuant to the Repurchase referred to
above, constitutes a transaction, details of which require to be announced
pursuant to the provisions of paragraph 3.63 of the JSE Listings
Requirements relating to directors` dealings in securities.
In addition, and as was disclosed in the Firm Intention Announcement, each
of Dave Roberts and Keith Reeves, directors of material subsidiaries of
Universal, has undertaken to the Offeror to, inter alia, vote in favour of
the Scheme and the resolutions to be proposed at the Scheme Meeting and, if
required, to transfer and deliver his Universal shares to the Offeror in
accordance with the provisions of the Scheme.
Accordingly, shareholders are advised of the following information relating
to the dealings in securities by directors of Universal and of major
subsidiaries of Universal, as has been detailed above.
Name of associate: James Martin Family Trust
Name of director: James Martin, trustee and
beneficiary of the trust
Name of company: Universal and Insulated
Structures (1989) (Proprietary)
Limited
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 29,272,290
Price per security: R2.27272
Total value: R66,527,932.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Indirect Beneficial
Name of director: Ivor Morgan
Name of company: Universal and Colcab
(Proprietary) Limited
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 3,419,658
Price per security: R2.27272
Total value: R7,771,950.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Direct beneficial
Name of director: Ian Harries
Name of company: Colcab (Proprietary) Limited
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 5,879,487
Price per security: R2.27272
Total value: R13,362,470.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Direct beneficial
Name of director: Johan Burger
Name of company: Insulated Structures (1989)
(Proprietary) Limited
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 2,359,829
Price per security: R2.27272
Total value: R5,363,248.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Direct beneficial
Name of director: Mike Constable
Name of company: Insulated Structures (1989)
(Proprietary) Limited
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 3,419,658
Price per security: R2.27272
Total value: R7,771,950.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Direct beneficial
Name of associate: M K Trust
Name of director: Shane McMeeking, trustee and
beneficiary of the M K Trust
Name of company: Macadams International
(Proprietary) Limited
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 3,647,999
Price per security: R2.27272
Total value: R8,290,907.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Indirect beneficial
Name of director: Shane McMeeking
Name of company: Macadams International
(Proprietary) Limited
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 1,394,057
Price per security: R2.27272
Total value: R3,168,311.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Direct beneficial
Name of director: Graham Noonan
Name of company: Macadams International
(Proprietary) Limited
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 4,642,056
Price per security: R2.27272
Total value: R10,550,127.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Direct beneficial
Name of associate: M J M Trust
Name of director: Mike Hodgson, trustee of the M
J M Trust
Name of company: Macadams International
(Proprietary) Limited
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 5,314,268
Price per security: R2.27272
Total value: R12,077,882.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Indirect beneficial
Name of director: Bruce Armstrong
Name of company: Macadams International
(Proprietary) Limited
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 757,633
Price per security: R2.27272
Total value: R1,721,893.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Direct beneficial
Name of associate: LNP Trust
Name of director: Daryl Paynter, trustee and
beneficiary of the LNP Trust
Name of company: Universal
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 52,706,556
Price per security: R2.27272
Total value: R119,787,627.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Indirect beneficial
Name of associate: Jacob Levy Trust
Name of director: Avram Levy, trustee and
beneficiary of the Jacob Levy
Trust
Name of company: Universal
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 34,011,255
Price per security: R2.27272
Total value: R77,298,307.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Indirect beneficial
Name of associate: Wayne Brett Primary Trust
Name of director: Wayne Brett, trustee and
beneficiary of the Wayne Brett
Primary Trust
Name of company: Universal
Transaction date: 29 July 2011
Class of securities: Ordinary shares
Number of securities: 38,777,715
Price per security: R2.27272
Total value: R88,131,170.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Indirect beneficial
Name of director: Dave Roberts
Name of company: Colcab (Proprietary) Limited
Transaction date: 27 July 2011
Class of securities: Ordinary shares
Number of securities: 6 419 658
Price per security: R2.50
Total value: R16 049 145.00
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Direct beneficial
Name of director: Keith Reeves
Name of company: Colcab (Proprietary) Limited
Transaction date: 27 July 2011
Class of securities: Ordinary shares
Number of securities: 2,959,829
Price per security: R2.50
Total value: R7,399,572.50
Nature of transaction: Conditional Off-market sale
Nature and extent of director`s interest: Direct beneficial
2 August 2011
Sponsor
Java Capital
Date: 02/08/2011 17:45:02 Supplied by www.sharenet.co.za
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