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Insimbi specific repurchase of shares
Insimbi Refractory and Alloy Supplies Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2002/029821/06)
Share code: ISB ISIN: ZAE000116828
(“Insimbi” or “the Company”)
INSIMBI SPECIFIC REPURCHASE OF SHARES
1. INTRODUCTION AND RATIONALE
Shareholders are advised that Insimbi Alloy Supplies (Proprietary) Limited (“IAS”) a wholly owned
subsidiary of Insimbi has concluded an agreement with TP HENTIQ 6064 Proprietary Limited (“TP
Hentiq”), a Broad Based Black Empowerment Entity (“B-BBEE”), to acquire 100% of TP Hentiq (“the
Transaction”).
In 2008 Insimbi entered into an agreement with TP Hentiq in order to facilitate a B-BBEE transaction
(“BEE Transaction”) in terms of which TP Hentiq acquired 5 000 000 million shares in Insimbi.
It has become apparent that the TP Hentiq structure is not sustainable as an empowerment vehicle, and
that the intended empowerment objectives of the transaction are not being achieved. It was thus
agreed between Insimbi and TP Hentiq shareholders to enter into the proposed Transaction.
On implementation of the transaction the aggregate number of Insimbi treasury shares will increase,
and accordingly the JSE Listings Requirements pertaining to a specific repurchase of shares, and the
Companies Act pertaining to repurchases generally applies, requiring a special resolution for the
specific repurchase of shares to be adopted.
2. TERMS OF THE TRANSACTION
The beneficial shareholders of TP Hentiq are the BL Williams Family Trust, The Snowball Investment
Trust, The Godfrey Johnson Family Trust and Brian Craig.
The Transaction purchase consideration amounts to R4.00 for the shares and claims of TP Hentiq. The
total liability assumed by Insimbi in respect of the TP Hentiq BEE Transaction is R 4.15 million, which
equates to a relative value of 83 cents per share.
The specific repurchase represents 2% of the Insimbi shares currently in issue and post the Transaction
Insimbi’s subsidiaries will hold a total 22 889 943 shares in treasury representing 8.80% of the Insimbi
ordinary shares in issue.
3. CONDITIONS PRECEDENT
Insimbi, entered into the sale of shares and claims agreement with TP Hentiq subject to inter alia:
- Written approval by TP Hentiq’s and Insimbi’s board of all of the agreements to give effect to
this transaction;
- Written approval by TP Hentiq’s board of the change of TP Hentiq’s ownership/control to
Insimbi.
- all special resolutions required to implement the transaction be registered, by both TP Hentiq
and Insimbi;
- the successful conclusion of the purchase by Insimbi Alloy Supplies Proprietary Limited of 100%
(one hundred percent) of the issued share capital of TP Hentiq and that agreement becoming
unconditional in all respects.
4. FINANCIAL EFFECTS
The pro forma financial effects of the Transaction on Insimbi’s earnings, headline earnings, net asset
value and net tangible asset value per share are less than 3% and, therefore, have not been presented.
5. CIRCULAR
A circular, including a notice of general meeting, detailing the actions required by shareholders will be
posted to shareholders in due course. Further announcements will be made as to any additional relevant
dates including the date of the General Meeting.
Johannesburg
1 August 2014
Sponsor: Bridge Capital Advisors (Pty) Limited
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