Ukhamba holdings trading options
Imperial Holdings Limited - Announcement of a 7. Lereko Mobility will acquire approximately 7. This transaction is complementary to the acquisition, concluded in Marchof a The subscription price of the preferred ordinary shares is dealt with in paragraph 0 below. The salient terms of the debentures are set out in paragraph 0 below. Imperial believes that acquiring the aforementioned ordinary shares from the scheme participants, in terms of the scheme, is the most equitable and efficient way of procuring such a large block of ordinary shares as these ordinary shares would be acquired from scheme participants on a pro rata basis.
At the price of R Imperial will facilitate the BEE transaction through the issue of approximately 6 preferred ordinary shares at their par value, of which approximately 6 will be issued in terms of a financial ukhamba holdings trading options, which will have the effect of providing Lereko Mobility with the notional equivalent of junior finance of approximately R million.
The issue of the 6 preferred ordinary shares is more comprehensively dealt with in paragraph 0 below. Lereko Mobility will fund the acquisition of the preferred ordinary shares some of which will be issued by Imperial at their par value per share and others which will be issued at a price of R The information contained in this announcement relating to the terms of all the funding is based on the market conditions ruling and the ukhamba holdings trading options of ordinary shares in issue as at the close of business on 31 Marchand may be altered to take into account changes in market conditions and the number of ordinary shares in issue at the time of finalisation of the application to the High Court of South Africa.
The cost of the preference share funding is only expected to be finalised after the High Court ukhamba holdings trading options South Africa sanctions the scheme.
If the scheme is successful, the anticipated equity ownership structure of the relevant entities will be as ukhamba holdings trading options See Business Day and Beeld for structure. Imperial is confident that BEE will bring long-term economic benefits to the country and that black empowerment initiatives will improve the lives of historically disadvantaged individuals by addressing the discrimination and imbalances of the past. In this regard, Lereko Consortium was identified as being an ukhamba holdings trading options BEE partner, having the following attributes: Imperial believes that Lereko Mobility will assist it materially in enhancing its growth prospects, for the benefit of its current and future shareholders.
Lereko Mobility is expected to play a meaningful role in positioning Imperial as an entity with the profile to deliver quality services to key segments of the South African economy, including both the private and public sector. To this end, Imperial considers it imperative to have a leading black business grouping as the controlling shareholder of Lereko Consortium, with a view to assisting Imperial in meeting its strategic objectives.
Imperial believes that Lereko Investments is such a party. The members of Lereko Ukhamba holdings trading options Lereko Consortium is a private company which has been established solely for the purpose of acquiring and holding ordinary shares in Lereko Mobility.
The diagram below indicates the shareholder composition of Lereko Consortium. See Business Day and Beeld for structure 3. They were influential in the unfolding of the South African democratic process in the early s. These individuals have since established themselves as business people. Ukhamba holdings trading options Investments will draw on the experience and background of its shareholders in identifying those sectors where it is best positioned to add value.
As a result, no single individual will hold a beneficial equity interest in excess of 0. Malibongwe operates in all nine provinces in South Africa and has a beneficiary base in excess of ten thousand women.
Eziko works closely with a number of women SMMEs. Advocate Pansy Tlakula brings a wealth of experience and contacts to the Lereko Consortium. The company was recently formed to ensure that historically disadvantaged women, who due to cultural and traditional restraints were marginalised or barred from mainstream business, are given the opportunity to gain a foothold in ukhamba holdings trading options formal business sector.
Facilitation of the BEE transaction by Imperial In order for Lereko Mobility to attract the required amount of senior and subordinated funding to conclude the BEE transaction, Imperial will ukhamba holdings trading options approximately 6 preferred ordinary shares of the 14 to be issued in terms of the ukhamba holdings trading options issueat their par value instead of the agreed price of R This notional junior finance will provide Imperial with a rate of return over the year period, which will be ukhamba holdings trading options on the performance of the ordinary share price.
The actual rate which will be realised will be subject to a minimum rate of return of approximately The number of the converted shares will be determined using an appropriate day VWAP, to be calculated prior to the date of exercise of the Imperial call option. Salient features of the BEE transaction 5. Scheme participants will receive the scheme consideration of R Consequentially, on implementation of the scheme, scheme participants will automatically become debenture holders in the ratio of one debenture for each scheme share surrendered.
The salient terms of the debentures are described in paragraph 6. The preferred ordinary shares will be issued as follows: The preferred ordinary shares: The terms of the preferred ordinary shares will be described in the circular to shareholders relating to the BEE transaction. This consideration will be paid by Imperial from available cash resources, subject to the requirements of the Companies Act and the rules of the JSE.
The price per ordinary share at which Lereko Mobility will have the right to acquire such number of ordinary shares will be determined using a day VWAP, calculated prior to the date of exercise of the Imperial call option. Funding Lereko Mobility will fund its purchase of the preferred ordinary shares and associated transaction costs, through: Ukhamba holdings trading options three components are dealt with more fully below.
The debentures will offer a minimum yield to maturity of approximately The full terms of the debentures will be detailed in a pre-listing statement that will be sent to all scheme participants together with the documentation required for the scheme.
The debentures, which will be classified as asset- backed securities i. The salient terms of the debentures are as follows: S represents the day VWAP to be determined prior to the final redemption date of the debentures.
This formula will be subject to adjustment in terms of the debenture trust deed in certain circumstances relating to corporate events. The preference shares will rank senior to all other funding to be raised by Lereko Mobility.
The rate at which the preference shares are to be issued will be determined immediately after the High Court of South Africa has sanctioned the scheme and will be dependent on market rates prevailing at such time.
This rate was, at the time of this announcement, approximately 7. Conditions precedent The BEE transaction is subject to the following conditions precedent: This restraint will apply for the duration of the BEE ukhamba holdings trading options and a further period of 18 months thereafter; 8. GAAP may require a transaction to be accounted for in a different manner to its legal substance and form.
The transaction is accounted for in terms of existing GAAP and does not take into consideration the adoption of accounting standards in the future. Although Imperial does not exercise control over Lereko Mobility, an application of GAAP results in Imperial consolidating Lereko Mobility ukhamba holdings trading options the basis that the notional finance that Imperial has provided exposes Imperial to the majority of the risks in relation to Lereko Mobility.
In terms of this accounting treatment, the preferred ukhamba holdings trading options shares are treated as treasury stock by Imperial on a consolidated basis. The unaudited pro forma financial effects have been prepared for illustrative purposes only.
The financial effects set out below are the responsibility of the directors of the Company. The tangible net asset value excludes intangible assets. The following assumptions have been made in the preparation of the financial effects: Opinion As the BEE transaction involves the issue of preferred ordinary shares, which will convert into ordinary shares and a discount at the time of conversion that is not known, a fair and reasonable opinion is required from an independent expert in terms of the Listings Requirements of the JSE.
The opinion from KPMG will be contained in the circular to shareholders. Documentation A further announcement will be published on SENS and in the press providing final details of the BEE transaction once the full terms and the salient dates have been finalised.
A circular to shareholders will be sent to shareholders in ukhamba holdings trading options course.