COM - Comair Limited - Notice of general meeting circular
COM
COM
COM - Comair Limited - Notice of general meeting circular
Comair Limited
(Registration number 1967/006783/06)
Incorporated in the Republic of South Africa
Share code: COM ISIN code: ZAE000029823
("Comair" or "the Company")
NOTICE OF GENERAL MEETING CIRCULAR
INTRODUCTION
Comair recently announced its intention to partially upgrade its aircraft fleet
to the next generation Boeing 737-800 aircraft. The planned upgrade of the
Comair fleet will contribute to operational efficiency and environmental
sustainability. Comair
has been able to secure favourable pricing from Boeing
for the acquisition of new generation Boeing 737-800 aircraft.
Comair is seeking to raise equity capital of R124,517,647 through a renounceable
rights offer ("Rights Offer`), which cash will be utilised as the initial down
payment to Boeing for the acquisition of the new fleet of aircraft. The balance
of the funding for the new fleet will be raised from debt markets. The board of
directors of Comair ("Directors") anticipates that the Rights Offer will be
effected at a price of 180 cents per Comair ordinary share ("Ordinary Share"),
resulting in an issue of a maximum number of 69,176,471 new Ordinary Shares by
Comair, in the ratio of 14 new Ordinary Shares for every 100 Ordinary Shares
held on the required date.
In order to pursue these initiatives, the Directors propose that, subject to the
receipt of the requisite approval of the Comair
shareholders in the general
meeting:
- a further 69,176,471 Ordinary Shares are placed under the control of the
- Directors in terms of section 221 of the Companies Act for the purposes of
the Rights Offer and the underwriting agreement; and
the Directors and/or company secretary are granted general authority in
order to execute the requisite documentation and/or take the necessary
action in relation to the above,
(collectively the "Ordinary Resolutions").
Comair shareholders are advised that a circular containing details of the
general meeting ("the Circular") has been posted on 10 March 2010.
UNDERWRITING
The BB Investment Company (Proprietary) Limited, a wholly owned subsidiary of
The Bidvest Group Limited, has agreed to fully underwrite the Rights Offer for
an underwriting fee of 4% of the amount underwritten. The underwriting agreement
is subject to certain conditions, which is normal for a transaction of this
nature. Further details of the underwriting agreement are set out in the
Circular.
IRREVOCABLE UNDERTAKINGS
The following shareholders have irrevocably undertaken to vote in favour of the
Ordinary Resolutions:
Shareholder Number of % %
Ordinary shareholding shareholding
Shares (excluding (including
`A` shares) `A` shares)
Innercreek 43,529,480 10.36 8.81
Investments
(Proprietary) Ltd
Jetcreek Investments 33,529,480 7.98 6.78
(Proprietary) Limited
BB Investment Company 106,833,597 25.44 21.62
(Proprietary) Limited
Total 183,892,557 43.78 37.21
NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of the Comair shareholders will be
held at Comair Operations Building, corner of Fortress and Whirlwind Roads,
Rhodesfield at 10:00 on Friday, 26 March 2010 for the purpose of considering
and, if deemed fit, passing with or without modification the Ordinary
Resolutions.
Further information regarding the details of the Rights Offer will be
communicated to the Comair shareholders should the Ordinary Resolutions be
passed by the requisite majority of the Comair shareholders at the general
meeting.
SALIENT DATES AND TIMES
Circular posted to Comair Wednesday, 10
shareholders March 2010
Last day for Comair shareholders to Wednesday, 24
lodge Form of Proxy by 10:00 March 2010
General meeting to be held at 10:00 Friday, 26 March
2010
Results of general meeting
to be Friday, 26 March
released on SENS 2010
Results of general meeting to be Monday, 29 March
published in the press 2010
Notes:
1.All times referred to in this Circular are local times in South Africa.
2.Any variation to the dates and times will be approved by the JSE and released
on SENS.
Johannesburg
10 March 2010
Investment bank and transaction sponsor
Investec Bank Limited
Attorneys
Edward Nathan Sonnenbergs
Sponsor
Rand Merchant Bank
Date: 10/03/2010 16:31:01 Produced by the JSE SENS Department.
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