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Posting of Circular and Notice of General Meeting
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”)
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING IN RESPECT OF THE SPECIFIC REPURCHASE, THE EMPLOYEE SHARE
PARTICIPATION TRANSACTION AND THE MANAGEMENT SHARE PARTICIPATION TRANSACTION (COLLECTIVELY, “THE TRANSACTIONS”)
AND UPDATED PRO FORMA FINANCIAL EFFECTS
1. INTRODUCTION
Shareholders are referred to the announcement and definitions contained therein released by Insimbi
on SENS on 29 February 2016 and are hereby provided with an update thereto. The Transactions will
facilitate the implementation of Insimbi’s intended empowerment objectives. Furthermore,
EmployeeCo and ManCo have been incorporated in order to incentivise and reward key employees
within the Company.
2. POSTING OF CIRCULAR
Insimbi shareholders are hereby advised that a circular containing, inter alia, details of the
Transactions, and incorporating a notice of general meeting of shareholders (“the Circular”) will be
posted to Insimbi shareholders today, 31 March 2016 and will be available on the Company’s website
at www.insimbi-alloys.co.za.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Insimbi shareholders of the Company will be held at
359 Crocker Road, Wadeville, Extension 4, Germiston, at 11:00 on Tuesday, 3 May 2016 (“General
Meeting”), or at any adjournment thereof, if required for the purpose of considering and, if deemed fit,
passing with or without modification, the resolutions set out in the notice of general meeting included
in the Circular.
4. SALIENT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation to the
Transactions.
Record date to determine which Insimbi shareholders are entitled Thursday, 24 March 2016
to receive the Circular
Circular posted to Insimbi shareholders and notice convening the Thursday, 31 March 2016
General Meeting released on SENS on
Last day to trade Insimbi Shares on the JSE in order to be eligible Friday, 15 April 2016
to vote at the General Meeting
Record date to be entitled to participate in and vote at the General Friday, 22 April 2016
Meeting
Last date for receipt of the forms of proxy for the General Meeting Thursday, 28 April 2016
by 11:00 on
General Meeting to be held at 11:00 on Tuesday, 3 May 2016
Results of the General Meeting released on SENS on Tuesday, 3 May 2016
Anticipated delisting and cancellation of the Repurchase Shares Tuesday, 31 May 2016
Notes
1. The above dates and times are subject to amendment. Any such amendment will be released on SENS.
5. UPDATED PRO FORMA FINANCIAL EFFECTS
Further to the announcement released on SENS on 29 February 2016, there were additional
adjustments that were made to the pro forma financial effects and the finalised pro forma financial
effects are disclosed below.
Pro forma after
1 EmployeeCo Pro forma after Pro forma after the
Before Transaction ManCo Transaction Transactions
Earnings and diluted earnings
per shares (cents) 5.89 5.43 5.54 5.07
Headlines and diluted
headline earnings per share
(cents) 5.87 5.40 5.51 5.05
Weighted and diluted average
number of shares ('000) 236,245 236,245 236,245 236,245
Net asset value per share
(cents) 59.48 59.18 59.25 58.94
Net tangible asset value per
share (cents) 36.57 36.27 36.34 36.03
Total Insimbi shares in issue
('000) 260,000 260,000 260,000 260,000
Treasury shares in issue
('000) (23,930) (23,930) (23,930) (23,930)
Number of shares in issue
('000) 236,070 236,070 236,070 236,070
Notes:
1. The “Before” column is based on the published unaudited consolidated condensed financial results of Insimbi for the six
months ended 31 August 2015. The following financial information reported on SENS on 29 September 2015 was restated
for purposes of presenting the Before position above due to incorrect underlying calculations applied when disclosing the
financial information on SENS:
Reported on SENS on 29 Restated Before position
September 2015
Earnings and diluted earnings per 5.94 5.89
shares (cents)
Headline and diluted headline 5.91 5.87
earnings (cents)
Net asset value per share (cents) 59.26 59.48
Net tangible asset value per 55.23 36.57
share (cents)
2. The Insimbi information reflected in the “Pro forma after the Transactions” column has been calculated on the basis that all
of the steps to implement the EmployeeCo Transaction and the ManCo Transaction have been completed.
3. The effects on earnings, diluted earnings, headline earnings and diluted headline earnings are calculated on the basis that
the Transactions were effective on 1 March 2015, while the effects on net asset value and net tangible asset value per share
are calculated on the basis that the Transactions were effective on 31 August 2015.
4. The detailed notes and assumptions to the financial effects are presented in Annexure 1 of the Circular and the pro forma
financial effects should be read in conjunction with the pro forma consolidated statement of financial position and the pro
forma consolidated statement of comprehensive income contained therein. The Independent Reporting Accountant’s report
on the pro forma financial effects and pro forma financial information is contained in Annexure 2 of the Circular.
6. COPIES OF THE CIRCULAR
Copies of the Circular will be available for inspection by shareholders during normal business hours
at the registered office of the Company, and at the offices of the Company’s sponsor Bridge Capital
Advisors Proprietary Limited at 27 Fricker Road, Illovo, Johannesburg, from today, 31 March 2016
until 3 May 2016 (both days inclusive).
31 March 2016
Johannesburg
Sponsor: Bridge Capital Advisors Proprietary Limited
Transaction Advisor: Nodus Capital Proprietary Limited
Legal Advisor: Webber Wentzel Attorneys
Independent Reporting Accountants: PricewaterhouseCoopers Inc.
Date: 31/03/2016 09:00:00 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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