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SPECIFIC REPURCHASE OF UNLISTED B ORDINARY SHARES IN THE SHARE CAPITAL OF HULAMIN
HULAMIN LIMITED
(Registration number 1940/013924/06)
(Incorporated in the Republic of South Africa)
Share Code: HLM
ISIN: ZAE000096210
(“Hulamin” or “the Company”)
SPECIFIC REPURCHASE OF UNLISTED B ORDINARY SHARES IN THE SHARE
CAPITAL OF HULAMIN
1. INTRODUCTION
In 2007, Hulamin concluded transactions that resulted in the
Hulamin Management Share Ownership Trust (“MSOP Share Trust”) and
the Hulamin Employee Share Ownership Trust (“ESOP Share Trust”)
(the “Trusts”) jointly acquiring a 5% interest in Hulamin in the
form of unlisted B ordinary shares.
The salient features of the Hulamin Management Share Ownership
Plan (“MSOP”) and the Hulamin Employee Share Ownership Plan
(“ESOP”) are detailed in annexure 9.3 of the pre-listing statement
issued by Hulamin, dated 18 May 2007.
Hulamin has the right to repurchase a variable number of B
ordinary shares, as determined in accordance with the repurchase
formulae set out in the Company’s Memorandum of Incorporation
(formerly Articles of Association and Memorandum of Association),
during the last five days before the expiry of the five-year
period which terminates on 1 August 2012, at an acquisition price
of one cent per share (“the Repurchase”), after which any
remaining shares in the ESOP Share Trust and the MSOP Share Trust
will be converted into ordinary shares ranking pari passu with the
existing issued ordinary shares with unrestricted rights (“the
Conversion”).
2. DETAILS OF THE REPURCHASE
In accordance with the terms of the B ordinary shares set out in
the Company’s Memorandum of Incorporation:
- 12 820 671 unlisted B1, B2 and B3 ordinary shares of ten cents
each have been acquired by the Company from the Trusts in terms of
the Repurchase and will be cancelled immediately;
- 786 799 B3 ordinary shares held by the MSOP Share Trust will
convert into Hulamin ordinary shares of ten cents each in the
share capital of Hulamin and will be listed on the exchange of the
JSE Limited on 1 August 2012.
The share capital of Hulamin before and after the Repurchase and
Conversion will accordingly be as follows:
Before the Repurchase and Conversion R
Authorised share capital
800 000 000 shares ordinary of ten cents each 80 000 000
Unlisted:
45 000 000 A ordinary shares of ten cents each 4 500 000
15 000 000 B1 ordinary shares of ten cents each 1 500 000
10 000 000 B2 ordinary shares of ten cents each 1 000 000
3 000 000 B3 ordinary shares of ten cents each 300 000
87 300 000
Issued share capital
317 155 472 ordinary shares of ten cents each 31 715 547
Treasury shares NIL
Unlisted:
36 235 470 A ordinary shares of ten cents each 3 623 547
10 196 256 B1 ordinary shares of ten cents each 1 019 627
2 509 569 B2 ordinary shares of ten cents each 250 957
901 645 B3 ordinary shares of ten cents each 90 165
36 699 843
After the Repurchase and Conversion
Authorised share capital
800 000 000 shares ordinary of ten cents each 80 000 000
Unlisted:
45 000 000 A ordinary shares of ten cents each 4 500 000
15 000 000 B1 ordinary shares of ten cents each 1 500 000
10 000 000 B2 ordinary shares of ten cents each 1 000 000
3 000 000 B3 ordinary shares of ten cents each 300 000
87 300 000
Issued share capital
317 942 271 ordinary shares of ten cents each 31 794 227
Treasury shares NIL
Unlisted:
36 235 470 A ordinary shares of ten cents each. 3 623 547
35 417 774
3. OPINION OF THE DIRECTORS
The directors of Hulamin have considered the impact of the
Repurchase and are of the opinion that:-
3.1 Hulamin and the group will be able, in the ordinary course of
business, to pay its debts for a period of 12 months from the date
of this announcement;
3.2 the assets of Hulamin and the group will be in excess of the
liabilities of Hulamin and the group for a period of 12 months
after the date of this announcement, measured in accordance with
the accounting policies used in the last published financial
statements;
3.3 the ordinary share capital and reserves of Hulamin and the
group will be adequate for ordinary business purposes for a period
of 12 months from the date of this announcement;
3.4 the working capital of Hulamin and the group will be adequate
for ordinary business purposes for a period of 12 months from the
date of this announcement; and
3.5 the Company has passed the solvency and liquidity test in
terms of the Companies Act, Act 71 of 2008.
4. FINANCIAL EFFECTS
The financial effects relating to the introduction of the MSOP and
ESOP have been disclosed in Annexure 3 of the pre-listing
statement of the Company.
The Repurchase and Conversion, which involves the acquisition by
the Company of 12 820 671 unlisted B1, B2 and B3 ordinary shares
from the Trusts at an acquisition price of one cent per share, and
the conversion of 786 799 B3 ordinary shares into Hulamin ordinary
shares of ten cents each, will not have a significant impact on
the net asset value, net tangible assets, earnings per share and
headline earnings per share of the Company and the group.
Pietermaritzburg
31 July 2012
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 31/07/2012 04:54:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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