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

ILV - Illovo Sugar Limited - Odd-lot offer and specific offer declaration

Release Date: 07/06/2010 12:54
Code(s): ILV
Wrap Text

ILV - Illovo Sugar Limited - Odd-lot offer and specific offer declaration announcement Illovo Sugar Limited (Incorporated in the Republic of South Africa) (Registration number 1906/000622/06) Share code: ILV ISIN: ZAE000083846 ("Illovo" or "the Company") ODD-LOT OFFER AND SPECIFIC OFFER DECLARATION ANNOUNCEMENT 1 INTRODUCTION AND RATIONALE Illovo wishes to reduce the ongoing administration costs associated with having a significant number of shareholders who hold up to 500 Illovo ordinary shares each. On 31 March 2010, 844 shareholders, being 17% of the total number of shareholders, held less than 100 ordinary shares each ("odd-lot holders"). An additional 1 278 shareholders, being 25% of the total number of Illovo shareholders, held from 100 to 500 ordinary shares each ("specific holders"). This means that on 31 March 2010, 42% of the total number of Illovo shareholders held 500 ordinary shares or less each. These shareholders held in aggregate approximately 365 719 ordinary shares, which constitutes approximately 0.08% of the total number of Illovo ordinary shares in issue. In order to reduce the ongoing costs of administration associated with such a significant number of odd-lot and specific holders, and to provide them with an inexpensive method of realising their investment in Illovo, where they receive an offer price at a premium per ordinary share and do not have to incur transaction costs, the directors of Illovo have proposed the implementation of an odd-lot offer to repurchase the ordinary shares of odd-lot holders ("odd-lot offer") as well as a specific offer to repurchase the ordinary shares of specific holders ("specific offer"). A circular containing full details of the odd-lot and specific offers (collectively, "the offers") will be posted to all Illovo shareholders on or about 22 June 2010. 2 MECHANISM OF THE OFFERS The offers shall be open for acceptance from 09:00 on 22 June 2010 and will close at 12:00 on 13 August 2010. All odd-lot holders and specific holders with effect from the close of business on 22 June 2010 will be entitled to participate in the odd-lot and specific offers, respectively. 2.1 Odd-lot offer In terms of the odd-lot offer, odd-lot holders will be offered the opportunity to: - sell their odd-lot holdings for the offer price (see paragraph 3 below); or - retain their odd-lot holdings. Those odd-lot holders who do not make an election will be deemed to have elected to sell
their odd-lot holdings for the offer price. 2.2 Specific offer In terms of the specific offer, Illovo will extend a specific offer to specific holders to acquire their entire shareholding for the cash consideration. Those specific shareholders who do not make an election will retain their existing shareholding in Illovo. The ordinary shares of those odd-lot holders who elect or will be deemed to have elected and specific holders who elect to sell their ordinary shares will be repurchased by Illovo at the offer price (see paragraph 3 below). Any such repurchase will be regarded as an acquisition of shares in terms of the Companies Act, 1973 (Act 61 of 1973), as amended and as a specific repurchase of securities in terms of the Listings Requirements of the JSE Limited ("JSE"). The Illovo ordinary shares acquired pursuant to the offers will be cancelled by the Company. No subsidiaries of Illovo hold any of the issued ordinary share capital of the Company as treasury shares. Shareholders will be asked to vote on the odd-lot offers at the annual general meeting of Illovo shareholders to be held on 21 July 2010 at 14:00 at the registered office of Illovo being Illovo Sugar Park, 1 Montgomery Drive, Mount Edgecombe, KwaZulu-Natal. 3 OFFER PRICE The offer price of R30.72, is the volume weighted average trading price of an Illovo ordinary share on the JSE over the five trading days commencing Monday, 31 May 2010 and ending Friday, 4 June 2010, plus a five % premium. 4 EFFECT ON SHARE CAPITAL The repurchase of ordinary shares by Illovo pursuant to the offers will have no significant effect on Illovo`s ordinary share capital. 5 FINANCIAL EFFECTS The repurchase of shares by Illovo pursuant to the offers will have no significant effect on Illovo`s earnings and headline earnings per share, or on the net asset value and tangible net asset value per share. 6 CONDITIONS PRECEDENT The implementation of the offers is subject to the passing and registration by the Registrar of the relevant special resolutions to be proposed at the annual general meeting of the Company to be held on 21 July 2010 at 14:00 at the registered offices of Illovo, being Illovo Sugar Park, 1 Montgomery Drive, Mount Edgecombe Drive, Kwa-Zulu Natal. 7 SALIENT DATES AND TIMES The salient dates and times in respect of the offers are as follows: Circular posted to shareholders on or about Tuesday,22 June Offers open at 09:00 Tuesday,22 June
Forms of proxy for the annual general meeting of Monday, 19 July shareholders to be received by 14:00 Annual general meeting of shareholders to be held at Wednesday,21 July 14:00 Results of the annual general meeting released on SENS Wednesday,21 July Special resolution to implement the offers to be registered with the Registrar by close of business Wednesday,28 July Finalisation announcement to be released on SENS Thursday,29 July Last day to trade in order to participate in the offers Thursday,5 August Ordinary shares trade "ex" the offers Friday,6 August Shareholders who purchase ordinary shares on or after Friday,6 August this date will not be eligible to participate in the offers Forms of election and surrender for the offers to be Friday,13 August received by the transfer secretaries by 12:00 (see note 3) The offers close at 12:00 Friday,13 August Record date to determine those shareholders entitled to Friday,13 August participate in the offers at the close of business
Implementation of the offers takes effect after close of Friday,13 August business Odd-lot holders and affected specific holders with Monday,16 August dematerialised shares will have their accounts held at their CSDP or broker updated with their new holding and credited with the offer price per share
Payment of the offer price per share to odd-lot holders Monday,16 August and specific holders with certificated shares (see note 4)
Results of the offers released on SENS Monday,16 August Results of the offers published in the press Tuesday,17 August
Cancellation and termination of listings of (insert Wednesday,18 date) August Illovo ordinary shares repurchased in terms of the offers Notes: 1 These dates and times are subject to change. Any material changes will be released on SENS and published in the South African press. 2 Share certificates may not be dematerialised or rematerialised between Friday, 6 August and Friday, 13 August, both days inclusive. 3 Dematerialised odd-lot holders and specific holders are required to notify their duly appointed CSDP or broker of their election in the manner and time stipulated in the agreement governing the relationship between them and their CSDP or broker. 4 In the case of holders of certificated shares who complete the form of election and surrender and elect to sell their ordinary shares, payment will be made either by: - electronic funds transfer into the bank accounts of odd-lot holders and specific holders on or about Monday, 16 August 2010 if such holders` banking details have been provided in
the form of election and surrender; or - cheque which will be posted at the risk of odd-lot holders and specific holders on or about Monday, 16 August 2010 if such holders` banking details have not been provided in the form of
election and surrender. 5 Those odd-lot holders who do not elect to retain their Illovo ordinary shares will be deemed to have elected to sell their odd-lot holding. Mount Edgecombe 7 June 2010 Transaction sponsor Standard Bank Attorneys Garlicke & Bousfield Inc. Sponsor JP Morgan Date: 07/06/2010 12:54:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Share This Story