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Potential De-lisitng from the JSE Ltd by way of a Pro Rata Offer to repurchase posting of circular withdrawal of cau
CAPE EMPOWERMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/001807/06)
JSE code: CAP ISIN: ZAE000145066
(“CEL” or “the company”)
POTENTIAL DE-LISTING OF THE COMPANY’S SHARES FROM THE JSE LIMITED BY WAY
OF A PRO RATA OFFER TO REPURCHASE, POSTING OF CIRCULAR INCORPORATING
NOTICE OF SCHEME MEETING AND WITHDRAWAL OF CAUTIONARY
INTRODUCTION
Shareholders are referred to the previous announcements published over SENS relating to a potential
de-listing of the Company’s shares from the JSE Limited (“JSE”).
Shareholders are advised that the Company will be making a pro rata offer to all CEL shareholders to acquire
all of their shares in the Company in terms of section 48 of the Companies Act, 2008 for a cash offer price of
36 cents per CEL share or 1 Ascension Properties Limited B unit for every 5 CEL shares held and to be
effected by way of a scheme of arrangement in terms of section 114 of the Companies Act, 2008, whereafter
the Company will de-list from the JSE (“the scheme”).
The scheme will afford shareholders an opportunity to either monetise their investment in the Company or
receive Ascension B units rather than holding shares in the Company post the de-listing. Similarly, the
scheme also affords shareholders the opportunity to continue holding shares in the Company in an unlisted
environment should they wish to post the de-listing.
TERMS OF THE PRO RATA OFFER TO REPURCHASE UNDER THE SCHEME
The Company will make a pro rata offer to all shareholders to purchase from CEL shareholders all of their
CEL shares (the “offer”).
The offer price is 36 cents per CEL share (which will be paid in cash) (the “cash consideration”) or
1 Ascension Properties Limited B unit for every 5 CEL shares held (the “unit consideration”). The unit
consideration values a CEL share at 48 cents a share based on the current ruling price of R2.40 per Ascension
B unit. The independent expert, Mazars Corporate Finance (Proprietary) Limited, has issued a report in which
it opines that the terms and conditions of the offer are fair and reasonable to CEL shareholders. The full report
will be contained in the circular to be issued to shareholders today, being Friday, 1 March 2013.
The scheme is subject to the fulfilment or waiver (where applicable) of the following conditions precedent
on or before 30 June 2013:
- the scheme is approved by a Special Resolution adopted by the requisite number of persons in terms of
section 115(2)(a) of the Companies Act;
- all regulatory approvals and consents necessary in respect of the scheme being obtained, including but
not limited to approvals and consents from the Takeover Regulation Panel (including without
limitation, the issue of a compliance certificate by the Takeover Regulation Panel in respect of the
scheme in terms of section 119(4) of the Companies Act);
- no person who voted against the Special Resolution required to implement the scheme:
- requires the company to seek court approval in terms of section 115(3)(a) of the Companies
Act within 5 business days after the vote; and
- no leave is granted by the court, on an application within 10 business days after the vote, to any
person in terms of section 115(3)(b) of the Companies Act to any such person;
This condition precedent may be waived by the company on condition that the court approves
the Special Resolution in terms of section 115(3) of the Companies Act;
- within the period prescribed under section 164(7) of the Companies Act, no valid demands
have been received by the company in terms of such section in respect of ordinary shares
representing more than 5% of the total issued shares in the company. This condition precedent
may be waived (in whole or in part) by the company;
- the delisting is approved by an Ordinary Resolution adopted by the requisite number of persons
in terms of paragraph 1.14 of section 1 of the JSE Listings Requirements;
- for purposes of determining whether a quorum is present for Special Resolution Number 1
(scheme resolution) or Ordinary Resolution Number 1 (delisting resolution) or whether Special
Resolution Number 1 or Ordinary Resolution Number 1 has been passed by the requisite
majority, the votes controlled whether directly or indirectly by SL Rai or any of his related or
inter-related parties will not be taken into account.
The offer is subject to the scheme becoming unconditional and thus capable of implementation on or before
30 June 2013.
The delisting is subject to the offer becoming unconditional in accordance with its terms on or before
30 June 2013.
IRREVOCABLE UNDERTAKINGS
Irrevocable undertakings have been given by shareholders holding 47.1% of the voting shares exercisable at
the scheme meeting to attend the scheme meeting and vote in favour of all resolutions required to implement
the scheme and the delisting.
Irrevocable undertakings have been given by shareholders holding 75.8% of the shares in issue (excluding
treasury shares) to elect not to accept the cash offer. Accordingly the maximum aggregate number of shares
which may be repurchased by the Company under the offer for the cash consideration will be 126.0 million
CEL shares (amounting to a maximum aggregate cash consideration payable by the Company of R45.4
million).
Irrevocable undertakings in which certain directors of the Company have a direct or indirect interest in the
shares for which irrevocable undertakings have been provided are as follows:
Shareholder / director Director’s interest in CEL % of voting rights in % of shares in
shares respect of scheme issue
meeting
SL Rai * 193 819 418 - 37.2%
H Takolia 15 000 000 4.6% 2.9%
P Hesseling 4 005 000 0.8% 1.2%
* The votes controlled whether directly or indirectly by SL Rai or any of his related or inter-related parties
will not be taken into account for any resolutions required to implement the scheme or the delisting.
POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING
A circular (the “circular”) providing further information of the scheme including the offer and the de-listing
and containing a notice of scheme meeting has been posted to CEL shareholders today, being Friday,
1 March 2013.
A scheme meeting of CEL shareholders will be held at 11h00 on Thursday, 4 April 2013 at 5th Floor, 14 Long Street,
Cape Town, 8001.
IMPORTANT DATES AND TIMES IN RELATION TO THE SCHEME, THE OFFER AND THE DELISTING
2013
Circular posted to CEL shareholders (recorded in the register on
22 February 2013) and notice convening the scheme meeting released on
SENS on Friday, 1 March
Notice convening the scheme meeting published in the press on Monday, 4 March
Last day to trade in CEL shares in order to be recorded in the register on
the voting record date (see note 2 below) on Wednesday, 20 March
Voting record date to vote at the scheme meeting being 17:00 on Thursday, 28 March
Last day for receipt of proxies for the CEL shareholders’ scheme meeting
by 11h00 (see note 3 below) on Tuesday, 2 April
Last date and time for CEL shareholders to give notice to CEL objecting
to the Special Resolution approving the scheme by 11:00 on Thursday, 4 April
CEL shareholders’ scheme meeting to be held at 11:00 on Thursday, 4 April
Results of scheme meeting released on SENS on Thursday, 4 April
Results of scheme meeting published in the press on Friday, 5 April
Offer opens on Thursday, 11 April
Receive compliance certificate from Takeover Regulation Panel Tuesday, 23 April
If the scheme becomes capable of implementation
Finalisation date announcement expected to be released on SENS on Thursday, 25 April
Finalisation date announcement expected to be published in the press on Friday, 26 April
Last day to trade in CEL shares in order to participate in the offer (see
note 5 below) on Friday, 3 May
Suspension of listing of CEL shares at commencement of trading on Monday, 6 May
Offer price record date and offer closes, being the date on which CEL
shareholders recorded in the register who have elected to accept the offer
(or who have made no election and thus are deemed to have elected to
accept the offer and receive the unit consideration) will receive the offer
price, by close of trading on Friday, 10 May
Expected implementation date of the scheme on Monday, 13 May
Offer price posted to certificated shareholders (if documents of title are
received on or prior to 12:00 on the offer price record date) on or about Monday, 13 May
Dematerialised shareholders accounts (held at their CSDP or broker)
credited with the offer price on Monday, 13 May
Expected termination of listing of CEL shares on the JSE at the
commencement of trading on or about Tuesday, 14 May
Notes
1. All dates and times are subject to change and/or may be subject to certain regulatory approvals
including but not limited to that of the Takeover Regulation Panel, being granted. Any change will be
released on SENS and published in the press.
2. CEL shareholders should note that as transactions in shares are settled in the electronic settlement
system used by STRATE, settlement of trades takes place five business days after such trade. Therefore,
persons who acquire CEL shares after the voting last day to trade will not be eligible to vote at the
scheme meeting, but will, provided the scheme is approved and they acquire the CEL shares on or prior
to the offer price last day to trade, participate in the offer.
3. If a form of proxy is not received by the time and date shown above or not less than 48 hours before
recommencement of any adjourned or postponed meeting, it may be handed to the Chairman of the
scheme meeting not later than ten minutes before the scheme meeting is due to commence or
recommence.
4. All times given in this circular are local times in South Africa.
5. CEL share certificates may not be dematerialised or rematerialised after the offer price last day to trade.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
1. The table below sets out the unaudited pro forma financial effects of the scheme and the offer based on
CEL’s published interim results for the six month period ended 30 June 2012. These financial effects
are the responsibility of the directors of CEL and have been prepared for illustrative purposes only, in
order to provide information about the financial position and results of CEL assuming that the scheme
and the offer had been implemented on 1 January 2012 for purposes of statement of comprehensive
income and on 30 June 2012 for purposes of statement of financial position.
2. The unaudited pro forma consolidated statement of financial position of the CEL group at 30 June 2012
and the explanatory notes thereto and the unaudited pro forma consolidated statement of comprehensive
income of the CEL group for the 6 months ended 30 June 2012 and the explanatory notes thereto are set
out in Annexure 3 of the circular and should be read in conjunction with the independent reporting
accountants’ report thereon contained in Annexure 4.
3. The table below reflects the unaudited pro forma financial effects of the offer on a CEL shareholder:
Before After % change
Net asset value per share (cents) 61.22 98.45 60.8%
Net tangible asset value per share (cents) 61.22 98.45 60.8%
Shares in issue (000's) 520 284 193 631 -62.8%
Earnings per share (cents) 1.2 1.8 47.7%
Diluted earnings per share (cents) 1.1 1.4 30.6%
Headline earnings per share (cents) 1.2 1.8 47.7%
Diluted headline earnings per share (cents) 1.2 1.6 35.2%
Notes and assumptions:
1. The numbers in the “Before” column have been extracted from CEL's published unaudited interim
results for the period ended 30 June 2012.
2. The numbers in the “After” column assume the repurchase of 200.6 million CEL shares for the unit
consideration and 126.0 million shares repurchased for the cash consideration.
WITHDRAWAL OF CAUTIONARY
Shareholders are advised that following the publication of the terms and financial effects of the scheme and
the offer shareholders are no longer required to exercise caution when dealing in their shares in the company.
1 March 2013
Cape Town
Corporate advisor and transaction sponsor
Java Capital
Legal advisor
Cliffe Dekker Hofmeyr Inc.
Independent expert
Mazars Corporate Finance (Proprietary) Limited
Reporting accountants
Grant Thornton Registered Auditors (Chartered Accountants S.A.)
Date: 01/03/2013 04:10:00 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.
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