Annual Shareholder
Roadshow
March/April 2014
Contents
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Objectives of Eyomhlaba
ABIL shareholding
Reserve shares
Unclaimed dividends and documentation required
Shareholders’ rights and restrictions
What happens at the end of the empowerment period?
Debt funding
Proxy form for annual general meeting
Electronic participation
Board meetings attendance register
Notice of Annual General Meeting
Important shareholder information
Performance of ABIL
ABIL 2014 outlook
Objectives of Eyomhlaba
• Eyomhlaba formed in 2005 as ABIL’s first BEE scheme
• Eyomhlaba currently holds 3.2% of ABIL ordinary shares
• Hlumisa was formed in 2008 after ABIL issued shares to buy
Ellerine Holdings Ltd
• Current combined shareholding in ABIL by Eyomhlaba and
Hlumisa is 5.0% (encumbered)
ABIL shareholding
Reserve shares
• Issued to Black employees during 2013
• 82 848 shares at prices ranging between R9.40 and R10.12 per
share (discount of 20% to NAV)
• Remaining reserve is 2 169 911 shares
• To issue to ABIL Black employees and Black
non-executive and executive directors
Ordinary dividends and documentation required
Unclaimed dividends and documentation required
•
Approximately 2 700 shareholders have not complied with the
documentation requirements and therefore have not received
their dividends (As at February 2014 approximately R2.3 million
remain unclaimed).
•
No interest is paid on unclaimed dividends
•
Documentation requirements
•
Certified copy of identity document
•
Certified proof of residence or affidavit
•
Bank confirmation of shareholder’s bank account
Shareholders’ rights and restrictions
• Entitled to sell shares to other black persons
• Selling of shares is not compulsory
• May not cede or pledge shares before 31 December 2015
• Death of shareholder – shares may be transferred to legal
beneficiary
• Beneficiary subject to the same restrictions as shareholder
• Eyomhlaba shareholders have a right to vote at ABIL’s AGMs
and other shareholder meetings
What happens at the end of
the empowerment period?
• Empowerment period planned to end 31 December 2015
• Eyomhlaba shareholders will receive ABIL shares
• Currently 100 Eyomhlaba shares equivalent to approximately 93
ABIL shares (before unbundling taxes)
• Eyomhlaba 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 shares will then be paid directly to
shareholders
Debt funding
•
Eyomhlaba currently has long term debt of R112 million
Preference share funding balance:
Amount owing at the beginning of the year
Early redemption
•
•
R million
330
(210)
Scheduled redemption
(8)
Amount owing at the end of the year
112
The funding is redeemable in tranches until December 2015
The renegotiated default price is R6 based on 3 days VWAP
Proxy form for annual general meeting
• The AGM is at 14h00 on Saturday 12 April 2014 at Parktonian
Hotel, Braamfontein
• If a shareholder is unable to attend, they can use a proxy
form for their vote to be counted
• Instructions on use are on page 30 of the abridged
integrated report
• The proxy form must be received by Link Market Services by
14h00 on Thursday, 10 April 2014
• This can be faxed to 086 674 2450
Electronic participation
• Shareholder who cannot be at the AGM can participate via
teleconference
• Shareholder has to apply before can participate
• Application form is on page 27 of abridged integrated
report
• Deadline for applications is 17h00 on Friday, 4 April 2014.
• Cost of the phone call is at shareholder’s expense
Board meetings attendance register
Notice of Annual General Meeting
• Ordinary resolutions to be considered at the AGM:
1. Nithia Nalliah, Max Mathye and Asim Gani who resign as directors in
terms of the MOI offer themselves for re- election.
2. Johnny Gounden, Max Mathye and Asim Gani offer themselves for
re- election to the audit and risk committee.
3. Reappointment of the auditors, Nkonki Incorporated and
appointment of Thuto Masasa as audit partner.
4. Directors authority to issue the unissued ordinary and preference
shares. Permission valid until next AGM.
5. Directors’ authority to implement special and ordinary resolutions.
Notice of Annual General Meeting continued
• Special resolutions to be considered at the AGM:
1. Approval of the non-executive directors’ remuneration (no
increase).
2. Amendments to clause 3 of MOI regarding company’s right to
dispose the ABIL shares under certain circumstances. Can
declare up to R295 million without dividend withholding tax.
3. Amendments to clause 4 of MOI regarding company’s right to
utilise cash to make provision for the settlement of third party
funding.
4. Amendments to clause 41 of MOI regarding company’s right to
have greater flexibility regarding the dates on which preference
dividends can be paid.
5. Authority to issued ordinary shares.
6. Authority to provide security for subscription of preference
shares.
7. Authority to repurchase the shares.
Important shareholder information
• If you have any questions please call the call centre on
0860 225 233 or e-mail eyomhlaba@linkmarketservices.co.za
_____________________________________
• If you wish to buy more shares or sell shares you can visit
www.eyomhlaba.co.za or call 011 321 5535 for the Share
Trading desk
Performance of ABIL
Results for the year ended 30 September 2013
• Significantly lower headline earnings compared to the 2012
financial year
• Headline earnings of R365 million – decrease of 88% from
R3 041 million (as restated) in September 2012
• Total ordinary dividends per share of 30 cents – 165 cents
less than the previous financial year dividend
• First quarter (2014FY) trading update
• African Bank credit sales reduced relative to the first
quarter of the 2013 financial year at R5.56 billion (Q1
2013: R7.43 billion), mainly as a result of risk reduction
measures
• Ellerines merchandise sales decreased by 21% relative to
the first quarter of 2013 at R1.2 billion (Q1 2013: R1.48
billion)
ABIL 2014 outlook
Thank you
Disclaimer
African Bank Investments Limited and Eyomhlaba Investment Holdings (RF) Limited are not investment or legal
advisors. If you require advice on your investment in Eyomhlaba Investment Holdings (RF) Limited, you should
consult an investment and/or legal advisor.
This presentation does not replace the Eyomhlaba prospectus and Eyomhlaba Memorandum of Incorporation. If
anything in this presentation is different to what is stated in the Eyomhlaba prospectus and/or Memorandum of
Incorporation, the Eyomhlaba prospectus and Memorandum of Incorporation take precedence.
Furthermore, African Bank Investments Limited and Eyomhlaba Investment Holdings (RF) Limited will not be
responsible in any way if anything has been omitted from this presentation or if anything stated in the presentation
is incorrect.