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SHAREHOLDER UPDATE - ROADSHOWS MARCH 2010
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2 1.Objectives of Hlumisa 2.Highlights of 2009 3.Current holding of ABIL shares 4.Indicative Net Asset Value (NAV) 5.Hlumisa 2009 offers 6.Current shareholders of Hlumisa 7.Shareholders’ rights and restrictions 8.What happens at the end of empowerment period? 9.Shareholders and your Annual General Meeting 10. Important shareholder information 11. Priorities going forward 12. Performance of ABIL 13. ABIL strategic review 14. Questions Contents
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Objectives of Hlumisa Hlumisa is ABIL’s second BEE programme set up to facilitate broad- based ownership of ABIL by black individuals. Eyomhlaba (ABIL’s first BEE programme) currently holds 4.7% of ABIL. Hlumisa currently holds 2.0% of ABIL ordinary shares. Therefore current combined holding in ABIL is 6.7% The target is for Eyomhlaba and Hlumisa to own at least 10% of ABIL by end of 2015 (after settling all borrowings). 3
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4 Received R27.5 million in ABIL dividends End of 2008 Hlumisa held 14 million shares in ABIL which is 1.7% holding in ABIL. Since end of 2008 Hlumisa bought a further 2 million shares which brought its total ABIL shares to 16 million This is equal to 2% holding in ABIL. Highlights of 2009
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Current holding of ABIL shares 5
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Indicative Net asset value (NAV) 6
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Hlumisa 2009 offers 7 During the 2009 financial year, Hlumisa made an offer as follows: 8.4 million ordinary shares to existing Black ordinary shareholders at subscription price of R5,40 per share. 5 million ordinary shares to ABIL Black employees at subscription price of R4,50 per share. This offer initially closed on 30 October 2009 and was extended to 27 November 2009. The offer was oversubscribed, applications for shares exceeded available shares by 1.7 million.
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Hlumisa’s second offer - continued 8 Allocations on this offer were as follows: 11.4 million shares were allotted to existing Black shareholders 1.8 million shares were allotted to ABIL Black employees Total amount raised from the above offers totalled R69.6 million compared to a target of R68 million
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Current shareholders of Hlumisa 9 Current ABIL employees 18.2% Black Eyomhlaba shareholders 38.6% Black Nozala shareholders 0.3% Black general public 30.0% HLUMISA ABIL Shares Issued, Reserved and Unissued Issued shares 30 085 733 Reserved shares 4 450 000 Available Shares 244 267 34 780 000 Past ABIL employees 13.0% 2.0%
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Shareholders’ rights and restrictions Entitled to sell one-third in years starting: –1 January 2011 –1 January 2012 –1 January 2013 (Proposal regarding the above in notice of AGM) May only sell through “over the counter” mechanism to other black individuals May not cede or pledge shares before 31 Dec 2015 Death of shareholder – shares may be transferred to legal beneficiary Beneficiary are subject to the same restrictions as shareholder Hlumisa shareholders have a right to vote at ABIL’s AGMs 10
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What happens at end of empowerment period? 11 Empowerment period planned to end 31 December 2015 Hlumisa shareholders will receive ABIL shares Currently 100 Hlumisa shares equivalent to approximately 50 ABIL shares (before unbundling taxes) Hlumisa will settle borrowings, pay taxes and costs and then be liquidated. After Dec 2015 shareholders are free to deal with their ABIL shares as they see fit e.g. sell, pledge, cede, donate, transfer to family trust, etc. Dividends from ABIL will then be paid directly to shareholders
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Shareholders and your Annual General Meeting 12 Purpose of the AGM Benefits of attending the AGM Ordinary resolutions to be considered at the AGM: – Giving directors permission to allot and issue unissued shares. –Directors granted permission to issue any unissued ordinary and preference shares. Permission valid until the next AGM. –Re-election of the Thuli Mashanda, Desmond Lockey and Paul Khosa who resign as directors in terms of the articles. –Election of Asim Gani, Paul Khosa and Thuli Mashanda to the audit committee of the Company. –Non-binding advisory vote on Company remuneration policy
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Shareholders and your Annual General Meeting - continued Special resolutions to be considered at the AGM: - Amending Articles in order to extend certain buying periods for ABIL shares. - Amending Articles to allow 1 592 004 ordinary shares to be issued by private placement to black persons at a price of R5.40 a share to certain black persons who oversubscribed for shares in terms of the 2009 pro rata offer to black shareholders. -Amending Articles to allow the Company and giving directors general permission to buy-back shares in certain circumstances (e.g. fronting). 13
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Shareholders and your Annual General Meeting - continued Special resolutions to be considered at the AGM (continued): - Amending Articles to allow shareholders with small shareholdings (less than or equal to 1000) to sell all or part of their shares post 31 December 2010. -Amending Articles to include additional matters as routine business. -Amending various Articles to change the asset cover requirements and to allow for certain third party funding to be subordinated to other third party funding. - Consolidation of the company’s Articles Routine business to be considered by shareholders at the AGM: - Consider annual financial statements for the year ended 31 December 2009 - To consider re-appointment of the auditors, Nkonki Inc - Appointment of Brian Mungofa as audit partner - To authorize the directors to determine the remuneration of the auditors. 14
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Special resolution 6 – Amendment to Articles 15
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Special resolution 6 – Amendment to Articles 16
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Shareholders and your Annual General Meeting – proxy forms 17
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Shareholders and your Annual General Meeting – proxy forms (cont.) 18
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Shareholders and your Annual General Meeting – proxy forms (cont.) 19
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Important shareholder information 20 From 2010 financial year, the statements will be prepared as at 28 February and 31 August in order to coincide with the income tax year. Annual and interim financial statements can now be received in electronic form via email. If you would like to start receiving annual and interim reports via e- mail, please send your full name and identity number to: hlumisa@linkmarketservices.co.za If you have any questions please call the call centre on 0860 225 233 or e-mail hlumisa@linkmarketservices.co.zahlumisa@linkmarketservices.co.za
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Priorities going forward Issue shares to new black employees and directors of the ABIL group of companies Explore borrowing funds to purchase more ABIL shares 21
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Performance of ABIL Results for the 12 months ended 30 September 2009 Significant progress achieved in respect of strategic objectives Headline earnings of R1,810 million – up from R1,519 million in September 2008. Total dividend per share paid of 185 cents – down from 210 cents in September 2008 Headline earnings per share of 225,2 cents up from 211,6 cents in September 2008. 22
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ABIL strategic review 23 Key focus areas Maintain a foundation of financial strength Maintain and develop an appropriate skills base Grow our customer base through product and service innovation Integrate the financial services activities of Ellerines into African Bank Re-invigorate Ellerines retail offering
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Questions??? 24
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