To view the PDF file, sign up for a MySharenet subscription.

TREMATON RESULT OF GENERAL MEETING AND INTENTION TO MAKE AN OFFER

Release Date: 16/09/1999 08:14
Code(s): TMT
Wrap Text
TREMATON CAPITAL INVESTMENTS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 97/08691/06)
("TREMATON")

ANNOUNCEMENT OF THE RESULTS OF THE GENERAL MEETING AND THE INTENTION TO MAKE AN OFFER TO MINORITY SHAREHOLDERS 1. RESULTS OF THE GENERAL MEETING
REAL AFRICA DUROLINK INVESTMENT BANK LIMITED ("RAD") IS AUTHORISED TO ANNOUNCE THAT, AT THE GENERAL MEETING OF TREMATON SHAREHOLDERS HELD ON WEDNESDAY, 15 SEPTEMBER 1999, THE ORDINARY AND SPECIAL RESOLUTIONS PERTAINING TO THE FOLLOWING WERE UNANIMOUSLY PASSED BY THE REQUISITE MAJORITY OF SHAREHOLDERS: - THE ACQUISITION BY TREMATON OF 3 401 408 SHARES IN PEREGRINE HOLDINGS LIMITED ("PEREGRINE") FROM VALORTRADE 28 (PROPRIETARY) LIMITED ("VALORTRADE"); - THE ISSUE OF 52 500 000 SHARES IN TREMATON TO VALORTRADE AS CONSIDERATION THEREFOR;
- THE AMENDMENT OF THE TREMATON SHARE INCENTIVE SCHEME;
- THE AMENDMENT OF THE TREMATON ARTICLES OF ASSOCIATION TO PERMIT A REDUCTION OF CAPITAL AND THE ACQUISITION OF ITS SHARES; AND
- THE GENERAL AUTHORITY TO PERMIT TREMATON TO ACQUIRE ITS OWN SHARES. 2. THE OFFER 2.1 BACKGROUND AND RATIONALE FOR THE OFFER
FURTHER TO THE TREMATON ANNOUNCEMENT DATED 21 JUNE 1999, RAD IS AUTHORISED TO ANNOUNCE THAT VALORTRADE IS OBLIGED TO MAKE AN OFFER TO ACQUIRE THE TREMATON SHARES HELD BY THE MINORITY SHAREHOLDERS.
IN TERMS OF THE ANNOUNCEMENT OF 21 JUNE 1999, TREMATON ACQUIRED 3 401 408 SHARES IN PEREGRINE IN EXCHANGE FOR THE ISSUE OF 52 500 000 SHARES IN TREMATON TO VALORTRADE. FOLLOWING THE ISSUE OF THE CONSIDERATION SHARES, VALORTRADE HOLDS 50% OF THE SHARES IN TREMATON. AS A RESULT OF THIS CHANGE OF CONTROL, THE TRANSACTION CONSTITUTES AN AFFECTED TRANSACTION SUBJECT TO THE RULES AND REGULATIONS OF THE SECURITIES REGULATION PANEL ("SRP").
APPLICATION HAS BEEN MADE TO THE SRP FOR THE OFFER TO TAKE THE FORM OF A STANDBY OFFER, HOWEVER, AS THE PRICE AT WHICH TREMATON'S SHARES HAVE TRADED BETWEEN 21 JUNE 1999 AND THE LAST PRACTICAL DATE BEFORE THE OPENING OF THE OFFER DID NOT CONSISTENTLY EXCEED THE OFFER PRICE, SUCH APPLICATION WAS DENIED. 2.2 TERMS OF THE OFFER 2.2.1 PURCHASE CONSIDERATION
IN TERMS OF THE OFFER, TREMATON SHAREHOLDERS WILL BE GIVEN THE OPPORTUNITY TO DISPOSE OF ALL THEIR SHARES TO VALORTRADE FOR A CASH CONSIDERATION OF 115 CENTS PER SHARE ("THE CONSIDERATION"). 2.2.2 PERIOD OF THE OFFER
THE OFFER WILL BE OPEN FOR ACCEPTANCE FROM 09:30 ON FRIDAY, 8 OCTOBER 1999 AND WILL CLOSE AT 16:00 ON FRIDAY, 29 OCTOBER 1999. 2.2.3 FUNDING OF THE OFFER
THE SRP HAS RECEIVED WRITTEN CONFIRMATION FROM RAD THAT VALORTRADE HAS SUFFICIENT CASH RESOURCES TO MEET ITS OBLIGATIONS TO TREMATON SHAREHOLDERS WITH RESPECT TO THE CONSIDERATION IN TERMS OF THE OFFER. 2.2.4 HOLDINGS OF SECURITIES
2.2.4.1 VALORTRADE HOLDS 52 500 000 SHARES IN TREMATON AT THE DATE OF THIS ANNOUNCEMENT.
2.2.4.2 THERE ARE NO SPECIAL ARRANGEMENTS THAT EXIST BETWEEN VALORTRADE AND ANY PERSONS ACTING IN CONCERT WITH IT AND ANY OF THE DIRECTORS OF TREMATON. 2.2.4.3 VALORTRADE HAS PROCURED IRREVOCABLE COMMITMENTS FROM THE HOLDERS OF 13 900 000 TREMATON ORDINARY SHARES, NOT TO ACCEPT THE OFFER. 2.3 FINANCIAL EFFECTS OF THE OFFER
THE FINANCIAL EFFECTS OF THE OFFER ON TREMATON SHAREHOLDERS SHOULD THEY ACCEPT THE OFFER OF 115 CENTS PER SHARE ARE AS FOLLOWS:
NOTES RETAIN ACCEPT CHANGE OFFER (%)
NET ASSET VALUE (CENTS) DILUTED 1 166,9 115 (31,1) UNDILUTED 160,7 115 (28,4) EARNINGS PER SHARE (CENTS) DILUTED 1, 2 3,9 7,0 79,1 UNDILUTED 4,3 7,0 62,4 MARKET VALUE PER SHARE (CENTS) 3 185 115 (37,8) 4 135 115 (14,8) NOTES
1. THE DILUTED AMOUNTS ABOVE ARE BASED ON THE ASSUMPTION THAT ALL THE 4 047 500 CONVERTIBLE DEBENTURES ISSUED AT 28 FEBRUARY 1999 IN TERMS OF THE TREMATON SHARE INCENTIVE SCHEME ARE ULTIMATELY CONVERTED INTO ORDINARY SHARES.
2. THE AMOUNT IN THE "ACCEPT OFFER" COLUMN REPRESENTS THE AFTER-TAX INTEREST WHICH A TREMATON SHAREHOLDER WITH A MARGINAL TAX RATE OF 35% WOULD HAVE EARNED, HAD THE TREMATON SHAREHOLDER INVESTED AN AMOUNT EQUAL TO THE CONSIDERATION FOR THE SIX-MONTH PERIOD ENDED 28 FEBRUARY 1999 AT THE AVERAGE INTEREST RATE OVER THAT PERIOD, BEING 18%, COMPOUNDED MONTHLY IN ARREAR.
3. THE AMOUNT IN THE "RETAIN" COLUMN IS BASED ON THE SHARE PRICE OF TREMATON AT THE CLOSE OF BUSINESS ON 18 JUNE 1999, THE LAST DAY ON WHICH TREMATON SHARES TRADED ON THE JOHANNESBURG STOCK EXCHANGE ("JSE") PRIOR TO THE PUBLICATION OF THE ANNOUNCEMENT ON 21 JUNE 1999.
4. THE AMOUNT IN THE "RETAIN" COLUMN IS BASED ON THE SHARE PRICE OF TREMATON AT THE CLOSE OF BUSINESS ON TUESDAY, 14 SEPTEMBER 1999, THE LAST PRACTICAL DAY ON WHICH TREMATON SHARES TRADED ON THE JSE PRIOR TO THE PUBLICATION OF THIS ANNOUNCEMENT. 2.4 FURTHER DOCUMENTATION
DOCUMENTATION, WHICH IS SUBJECT TO THE APPROVAL OF THE SRP AND THE JSE, IS IN THE COURSE OF PREPARATION AND WILL BE POSTED TO TREMATON SHAREHOLDERS IN DUE COURSE. JOHANNESBURG 16 SEPTEMBER 1999 CORPORATE ADVISER REAL AFRICA DUROLINK INVESTMENT BANK LIMITED (REGISTRATION NUMBER 87/05258/06) SPONSORING BROKER MERRILL LYNCH SOUTH AFRICA (PTY) LTD MEMBER OF THE JOHANNESBURG STOCK EXCHANGE REGISTRATION NUMBER 95/01805/07

Share This Story