Black economic empowerment
On 1 March 2004, the following transactions were concluded:
- Powertech disposed of 30% of its interest in Aberdare
Cables (Pty) Limited to the Izingwe Consortium for a consideration
of R165 million;
- BTG disposed of 27% of its equity interest in Bytes Technology
Group South Africa (Pty) Limited to Kagiso Strategic Investments,
5% of which was settled in cash and the remaining 22%
to be settled on the exercise of options at a price
of R198
million.
On 4 March 2004, Altech announced that it had entered into
a binding heads of agreement with Pamodzi Investment Holdings
(Pty) Limited (“Pamodzi”) whereby Pamodzi would
acquire a 25.01% shareholding in Altech Data (Pty) Limited,
subject to the fulfilment of certain conditions precedent. These
conditions precedent have been fulfilled.
For further information and details pertaining to Black Economic
Empowerment transactions, please see note
11 of the annual
financial statements.
NamITech Following Competition Tribunal approval, the acquisition
by Altech of a controlling interest in NamITech became effective
from 1 March 2004. The consideration paid was R552 million.
Simultaneously with the acquisition NamITech issued preferred
ordinary shares to Pamodzi Investment Holdings (Pty) Limited.
The preferred ordinary shares entitle Pamodzi Investment
Holdings (Pty) Limited to 28% of the voting rights in respect
of the total issued share capital of NamITech and to 28%
of the earnings in excess of the predetermined base earnings
of NamITech.
AEW As previously announced, effective 1 December 2004, Altech
acquired a 50% plus one share interest in the issued share
capital of AEW, a telecommunications investment holding
company established in Botswana. The other partner in joint
control
of AEW is Econet Wireless Ventures which holds 50% minus
one share of the issued share capital of AEW. The consideration
paid by Altech was R416 million.
Purchase of 7.6% of Altech
The company took advantage of an opportunity in June 2004
to purchase 7.6% of the issued share capital of Altech on the
open market at a cost of R257 million. Subsequent thereto,
Altech purchased these shares from the company and now
holds
them as treasury stock.
CS HoldingsOn 17 November 2004, BTG acquired the entire issued share
capital of CS Computer Services Holdings Limited, following
the unconditional approval of the transaction by the Competition
Commission. CS Holdings’ shareholders received one
BTG share for every 37 CS Holdings shares which they held.
SHARE
CAPITAL Full details of the authorised, issued and unissued capital
of the company at 28 February 2005 are contained in note
9 to the financial statements.
Share schemes Particulars relating to the Altron Share Incentive Scheme
and The Allied Electronics Corporation Limited Share Trust
are
set out in note 9 to the financial statements.
At the date of this report, a total of 4 847 855 ordinary
shares and 29 607 755 participating preference shares remain
reserved for the purposes of the company’s employee share
schemes.
The remaining unissued ordinary shares and participating preference
shares are the subject of a general authority granted to the
directors in terms of section 221 of the Companies Act, 1973,
as amended, and which authority remains valid only until the
next annual general meeting which will be held on Friday,
15 July 2005. At that meeting, shareholders will be asked
to place 10% of the unissued ordinary and participating preference
shares under the control of the directors. Shareholders will
also be asked to waive their pre-emptive rights in favour of
the directors to allot and issue ordinary and/or participating
preference shares for cash as and when suitable circumstances
arise.
DIRECTORATE
Appointment:
1 November 2004 Dr
PM Maduna
Resignation: 7 May 2004 LC
van Vught In terms of the company’s articles of
association, Dr PM Maduna retires at the forthcoming annual general
meeting and Messrs MC Berzack, MJ Leeming, JRD Modise and CG Venter
retire by rotation. All the retiring directors are eligible and
available for re-election. Their profiles appear here.
SECRETARIES
Altron Management Services (Pty) Limited act as secretaries
to the company. The secretaries’ business and postal addresses
appear here.
During the year under review,
Ms SF Linford resigned as group company secretary on 31 October
2004 to pursue her own interests. Mr AG Johnston was appointed
as group company secretary on 15 February 2005.
SEGMENT REPORTING
Segment information is included in this annual report
as part of the operational reviews and shareholders are referred
to annexure 2.
Headline earnings contributions to Altron were as follows:
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