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AET - Alert Steel Holdings Limited - Results of general meeting and withdrawal
of cautionary announcement
ALERT STEEL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2003/005144/06)
JSE code: AET
ISIN: ZAE000092847
("Alert" or "the Company")
Results of general meeting and withdrawal of cautionary announcement
Shareholders of Alert Steel ("Shareholders") are referred to the SENS
announcement dated 27 March 2012 in which it was announced that the board of
directors of Alert Steel ("the Board") proposed that a further R120 million be
raised by means of a partially underwritten rights offer ("the Rights Offer").
1. Results of general meeting
At a general meeting of Shareholders held today, Monday, 14 May 2012, the
special resolution and ordinary resolutions proposed at the meeting were passed
without modification, it being recorded that the special resolution was required
in terms of Section 41(3) of the Companies Act No. 71 of 2008 in order to
approve the issue of shares to be issued in terms of the Rights Offer to be
implemented.
2. Pro Forma Financial Effects of Rights Offer
The unaudited pro forma financial effects of the Rights Offer and the specific
issue, for which the directors of Alert are responsible, are provided for
illustrative purposes only, to show the effect thereof on loss per share, fully
diluted loss per share, headline loss per share and fully diluted headline loss
per share as if the Rights Offer had taken effect on 1 July 2011, and to show
the effect thereof on net asset value per share and net tangible asset value per
share as if the Rights Offer had taken effect on 31 December 2011. Because of
their nature, the unaudited pro forma financial effects may not fairly present
the Company`s financial position and performance. The unaudited pro forma
financial effects have been compiled from the published reviewed results for the
six months ended 31 December 2011 and are presented in a manner consistent with
the format and accounting policies adopted by Alert and have been adjusted as
described in the notes below.
i ii
Before After the % change
Rights Offer
Loss per share (2.0) (0.3) 85%
(cents)
Headline loss per (2.0) (0.3) 85%
share (cents)
Fully diluted loss (2.0) (0.3) 85%
per share (cents)
Diluted headline (2.0) (0.3) 85%
loss per share
(cents)
Net asset value per (0.6) 1.8 400%
share (cents)
Net tangible asset (1.0) 1.7 270%
value per share
(cents)*
Weighted average 915 425 5 200 139 468%
number of shares in
issue (000)
Fully diluted 923 025 5 208 739 -
weighted average
number of shares in
issue (000)
Shares in issue at 1 763 580 6 049 294 -
period end (including
7 600 000 treasury
shares) (000)
Notes:
The pro forma calculations have been based on the assumption that the Rights
Offer will be fully subscribed for at 2.8 cents per Rights Offer share. The
information as reflected in column (i) has been extracted from the Company`s
published reviewed consolidated interim results for the year ended 31 December
2011. The information reflected in column (ii) is calculated based on the
assumptions that:
1) R120 000 000 will be received as consideration for the 4 285 714 286 shares
to be issued in terms of the Rights Offer ("Rights Offer Shares");
2) transaction costs pertaining to the Rights Offer of R1 500 000 (exclusive of
VAT) will be incurred and written off to share capital.
3) For the effect on the loss per share, fully diluted loss per share, headline
loss per share and fully diluted headline loss per share it has been assumed
that the Company will have interest savings amounting to R2 809 000. The
interest savings will have a continuing effect on Alert.
3. Salient dates and times
The salient dates and times pertaining to the Rights Offer, assuming that the
required JSE Limited ("JSE") approvals are obtained by Friday, 25 May 2012, are
as follows:
2012
Last day to trade in Alert ordinary shares Friday, 1 June
("Alert Shares") in order to qualify for
participation in the Rights Offer (cum
entitlement)
Listing of letters of allocation on the JSE at Monday, 4 June
commencement of trading
Alert Shares commence trading ex-rights on the Monday, 4 June
JSE at commencement of trading
Record date for participation in the Rights Offer Friday, 8 June
at the close of trade
Circular and form of instruction posted to Monday, 11 June
shareholders, where applicable
Rights Offer opens at commencement of trading Monday, 11 June
Dematerialised Shareholders` accounts at their Monday, 11 June
CSDP or broker automatically credited with their
entitlement
Certificated Shareholders` entitlements will be Monday, 11 June
credited to an account held with the transfer
secretaries
Last day to trade in letters of allocation on the Friday, 22 June
JSE
Listing of Rights Offer Shares subscribed for at Monday, 25 June
commencement of trading
Rights Offer closes - payments to be made and Friday, 29 June
form of instruction in respect of letters of
allocation lodged by certificated shareholders by
12:00
Record date for letters of allocation Friday, 29 June
Dematerialised Shareholders` accounts updated Monday, 2 July
with entitlements and debited by their CSDP or
broker and certificates posted to Certificated
Shareholders on or about
Results of Rights Offer announcement published on Monday, 2 July
SENS on or about
4. Withdrawal of cautionary announcement
As a result of the publication of the above information pertaining to the Rights
Offer, Shareholders are advised that caution is no longer required to be
exercised when dealing in their securities.
Pretoria
15 May 2012
Designated advisor
QuestCo (Pty) Limited
Legal advisor
Prinsloo, Tindle & Andropoulos Inc.
Date: 15/05/2012 07:06:01 Supplied by www.sharenet.co.za
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