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A R E H O L D E R ' S D O C U M E N T S |
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| Scheme of
Arrangement Circular mailed to shareholders on 12 August 2004 |
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| Letter to shareholders from 2001 |
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| NOV 2001 |
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Dear
Shareholder, It
is pleasing to report that Reunert has had a good
year increasing headline earnings per share by 25%
to 176 cents per share and the dividend payout by
20% to 91 cents. Reunert's strategy of focusing on
its core businesses, with the objective of
maximising returns to shareholders, has proved
successful.
Growth in Circuit Breaker Industries (CBI) and
Nashua was particularly strong. Acquisitions
enabled CBI to considerably broaden its product
range. In the field of low-voltage electrical
engineering, this company is now the undisputed
leader in South Africa. Exports remain a high
priority and, although good progress was achieved
during the year, further improvements will be
planned in the years ahead.
The acquisition of all the franchisee interests in
Nashua Cellular and the subsequent merger with
NedTel Cellular has proved to be highly
successful.
The
expanded business has gained the necessary
critical mass to become the biggest independent
corporate contract service provider in South
Africa's cellular telephony industry. In order to
exploit the strong Nashua brand, Nashua NedTel
Communications has been renamed Nashua Mobile and
is well positioned to benefit from the recent
introduction of Cell C, the third cellular
telephony network operator.
Nashua
itself continues to focus on the office automation
business systems market and this has resulted in
strong gains in both margin and market share. The
ability to leverage off strong brands and a common
customer base positions these two independent, but
synergistic, businesses, for continuing strong
growth.
Our
telecommunications interests have enjoyed a
particularly good year. Siemens Telecommunications
(Sietel) was awarded the contract for the supply
to Cell C of its entire infrastructure.
Penetration into the markets of a number of
African countries continues, further entrenching
the dominance of Sietel throughout the continent.
"Reunert's
strategy of focusing on its core businesses, with
the objective of maximising returns to
shareholders has proved successful."
Eskom
Enterprises recently announced that Siemens would
be its technology partner in the rollout of its
national fibre optic communication backbone for
South Africa's second fixed-line
telecommunications network.
With
its stated objective of becoming less dependent on
defence, the group has continued transforming
itself into a leading South African electronics
and low-voltage electrical engineering enterprise.
Defence technology and services currently
contribute only 8% of profit before interest and
taxation, and this trend is expected to continue
in future.
Training
and development of all staff remains a high
priority. The Reunert College continues to provide
a bridging year between school and university for
historically disadvantaged students, with its
curriculum focusing on mathematics, science,
English and accounting. Since 1993, this bridging
initiative has enabled almost 500 students to
undertake tertiary education courses that may
otherwise not have been available to them. This
strong commitment to developing South Africa's
human capital is vital to the future socioeconomic
development of both the group and the country.
Reunert
is fully committed to the empowerment of
historically disadvantaged groups in order for
them to participate successfully in South Africa's
mainstream economy. To this end a further 20% of
Reunert Defence Logistics was sold to Kgorong
Investment Holdings. Kgorong now owns 30% of the
equity in this successful company.
We
remain committed to upholding the principles of
good corporate governance. The non-executive
directors are each uniquely qualified to
contribute to Reunert's growth and governance. Mr
Martin Shaw recently joined the board and I
welcome him. The board now has more non-executive
directors than executive directors. Apart from the
audit and remuneration committees, which consist
entirely of non-executive directors, greater
emphasis is being placed on risk management within
the group.
Should
the world economy fail to recover quickly from its
current deep recession, South Africa is likely to
be negatively affected. Signs of recession are
already apparent and this could inhibit growth in
the local economy.
I
am, however, confident that Reunert, with its
strong cash resources, is well positioned to take
advantage of any growth opportunities that may
present themselves. Growth in earnings is expected
to continue, although at a lower level than was
achieved in the last two financial years.
Our
continued success is in no small way dependent on
our dedicated staff and management team. I have
little doubt that they will, under the outstanding
leadership of Gerrit Pretorius, continue to meet
the demands of our shareholders as well as they
did during 2001. On your behalf I thank them.
I
also thank my fellow directors for their support
and contribution to the success of the group
during the year under review. I remain confident
about the future of both Reunert and South Africa
and look forward to another year of continuing
growth and business optimisation.
Yours
sincerely
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Derek
Cooper
Chairman
Sandton
19
November 2001
PS:
I am delighted to inform you that it has just come
to my attention that Reunert has acquired all the
shares held by Nedcor in Nashua Mobile in a deal
which valued the company at R630 million.
Reunert
now owns 95% of this company with the remainder
held by Metropolitan Life. The transaction is
earnings enhancing.
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| 23 JUNE 1999 |
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Dear Shareholder You will be aware, from media
coverage over the last few weeks, of the dispute between Reunert and a consortium
comprising BOE and Altron about their demand for certain sensitive information
from Reunert. We would like to update you on the current situation. Brait and
the Consortium, at separate times, made proposals for possible offers to acquire
the assets and liabilities (not the shares) of Reunert. Because the proposals were
not for the shares, the Board of Directors is empowered to evaluate them and
make a decision. The acceptance of a proposal would then have been subject to
approval by shareholders at a general meeting. The Board is of the view that the
proposed prices for the possible offers were far too low – and this was confirmed
by a valuation done by an independent merchant bank. Both proposals were therefore
rejected and the parties informed that if offers were to be made at the proposed
prices they would not be accepted. We are resisting the Consortium’s attempts to
gain access to sensitive information, principally for four reasons:
- Our legal advice is that they have no right to such
information.
- The equivalent price of R10,07 per share (R10,25 less the
dividend of 18 cents), as the Consortium indicated it might offer for the assets and
liabilities, was rejected by the Board as being too low.
- A member of the Consortium, Altron, is a direct competitor in almost every field
in which Reunert operates. More than 70% of Reunert’s sales are generated in competition
with Altron. In our opinion, access by Altron to the information being sought
would be extremely damaging and prejudicial to Reunert and its shareholders.
- Although the Consortium’s possible offer was rejected as far back as 12 April 1999,
nothing further has emanated from the Consortium other than the attempt to gain access
to the information they are seeking. So, not only is there no offer of any
kind from the Consortium, but there is not even an indication of any intention to improve
upon what was rejected.
Should a serious offer from anybody be received at a price
considered adequate and on acceptable conditions, the Board would give due consideration
to such offer and make appropriate recommendation to you, our shareholders. As our half-year
results indicated, Reunert is stronger than ever, having emerged from a difficult restructuring
and refocusing period. The cash generation and robust growth in earnings per share is already
being recognised by the market. The Board has developed a strategy which it is confident will
unlock considerable value. This strategy is now being evaluated and fine-tuned with the help
of one of South Africa’s foremost merchant banks. As soon as this plan has been evaluated and
agreed to by the Board it will be presented to our shareholders for approval. I trust that
this letter has clarified the situation and we will continue to keep you informed.
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Gerrit Pretorius
Chief Executive
Reunert Limited |
Derek Cooper
Chairman
Reunert Limited |
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| 27 SEPTEMBER 1999 |
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Dear Shareholder In our letter to you on 23 June 1999 we
undertook to keep you informed of our progress in the restructuring of your company. We
received a favourable decision from the High Court setting aside the Securities Regulation
Panels ruling that we should make available to the BOE/Altron consortium information
which in our opinion would have been detrimental to shareholders interests. Reunert
today announced that it is to pay a special dividend of approximately R500 million,
equivalent to R2,50 per share. This will be payable to shareholders registered on the
books of the company on 15 October 1999. Dividend cheques will be posted on or about 29
October 1999. This decision follows the recently announced sale of OMC, the military
vehicle business, as well as the disposal of various other non-core operations. Reunert is
now clearly focused into two areas: Electrical Engineering and Electronics. With the
proceeds of these sales and further cash generation from existing operations the board
considers it appropriate, after taking into consideration future acquisition and operating
requirements, to declare a special dividend to shareholders. Reunert is proceeding with
restructuring the group and details will be provided after the board meeting on 16
November. We are still confident that the forecast earnings for the current year will be
achieved and that the strength of the group will be reflected in these results. Best
regards
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Gerrit Pretorius
Chief Executive
Reunert Limited |
Derek Cooper
Chairman
Reunert Limited |
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| 3 NOVEMBER 1999 |
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Dear Shareholder Reunert has taken a further significant
step in the reorganisation and focusing of the group, with the sale of its 50% share of
Alstom South Africa to its French parent, Alstom Holdings for R225 million. Alstom is a
world leader in the energy and transport infrastructure markets and, in South Africa, is
engaged in power generation, transmission, distribution and traction in a joint venture
with Reunert. With South African markets opening up to global competition, Alstom Holdings
has decided that this structure no longer fits their world strategy of operating through
subsidiaries. Reunert has now disposed of all businesses which do not fall within its core
competency and now focuses on electronics and low voltage electrical engineering, namely
Nashua, Panasonic, Reutech Electronics and Circuit Breaker Industries, which are all
wholly owned, and African Cables, ATC, Sietel and RC&C Finance, Reunerts
financial services company, which are partly owned. The board has reassessed the
groups structure in light of its latest disposal and no longer feels that it is
value enhancing to divide Reunert into two operating entities. The proceeds from the sale
of Alstom will be used to fund organic growth and strategic acquisitions within our
focused areas, and Reunert will remain a single, strongly managed and capitalised company.
Reunert has reached the end of a process, which was started over two years ago when the
company reached the low point of its 110-year existence. It has been a time during which
some tough decisions had to be taken on business that did not fit into our long-term
strategy. The board and management have to act in the best interests of shareholders. We
believe that we have done so and would like to thank you for your support over this time.
Yours sincerely
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Gerrit Pretorius
Chief Executive
Reunert Limited |
Derek Cooper
Chairman
Reunert Limited |
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| © Copyright - Reunert - 2004 |
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