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Sanyati Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1988/002538/06
Share code: SAN
ISIN code: ZAE000081055
('Sanyati' or 'the Company')
Notification of publication of and salient details pertaining to the Sanyati business
rescue plan
1. Introduction
Sanyati shareholders ('Shareholders') were informed in SENS announcements on
Tuesday, 10 July 2012 and Wednesday, 11 July 2012 that Mr Trevor Murgatroyd,
the appointed business rescue practitioner to both Sanyati and Sanyati Civil
Engineering and Construction Proprietary Limited ('SCE&C'), had submitted a
founding affidavit in the South Gauteng High Court on Monday, 9 July 2012 to effect
the termination of the business rescue proceedings in respect of SCE&C and apply
for the liquidation of SCE&C, that Sanyati would remain under business rescue
proceedings for the time being and that the original envisaged date of publication of
the Sanyati business rescue plan ('Business Rescue Plan') of Wednesday, 11 July
2012 would be delayed until Wednesday, 18 July 2012.
In addition, Shareholders were advised that the executive directors of Sanyati, Mr
Malcolm Lobban and Ms Aleta Jovner, had resigned with effect from 30 June 2012
and 6 July 2012, respectively.
2. Publication of Business Rescue Plan and notification of meeting to consider the
Business Rescue Plan
The Business Rescue Plan will be published on or before Wednesday, 18 June
2012. Copies of the Business Rescue Plan may be obtained from the Company on
e-mail holdings@sanyati.co.za or on the website: www.sanyati.co.za.
A meeting of Sanyati creditors and holders of a voting interest for the purpose of
considering the Business Rescue Plan will be held on Wednesday, 25 July 2012 at
KPMG Crescent, 85 Empire Road, Parktown at 2 pm.
3. Appointment of Ironwood Trustees (Pty) Ltd
As Sanyati no longer has any employees or executive directors, Mr Murgatroyd has
appointed Ironwood Trustees (Pty) Ltd ('Ironwood'), represented by Ms Heloise
Marais, to take control of the management and administrative functions relating to
Sanyati.
4. Basis of the Business Rescue Plan
As Sanyati does not trade, it does not receive any cash flow. Therefore, there does
not appear to be any reasonable prospect of Sanyati trading out of its current
financial position.
The basis of the Business Rescue Plan to be considered is, therefore, as follows:
1. Sanyati will remain under business rescue proceedings for the time being and
the moratorium on all claims against Sanyati will remain until such time as the
Business Rescue Plan is substantially implemented.
2. Ironwood will take control of all management and administrative functions of
Sanyati.
3. Subsequent to the finalisation of the liquidation process relating to SCE&C,
Sanyati will receive the appropriate dividend arising from its claim against
SCE&C.
4. The proceeds realised from this source will then be applied in the following
sequence:
a. payment of business rescue expenses including the business rescue
practitioner's fees and expenses incurred during the business rescue
process;
b. payment of any unpaid post business rescue employee claims;
c. payment of preferential claims in accordance with the appropriate
restrictions;
d. the secured creditor will be permitted to take possession of its asset
and the balance of its claim will be regarded as a concurrent claim;
e. payment of concurrent creditors;
f. the remaining surplus, if any, will then be distributed to Shareholders.
5. During the business rescue proceedings, the business rescue practitioner will
endeavour to find a buyer for the listed Sanyati shell. In the event of such a
purchaser being found, a proposal will be made to the Shareholders detailing
the basis upon which such a purchase would be concluded including payment
of the related expenses.
6. The extent to which the Company is to be released from its debts will depend
upon the amount of the dividend that is received from the estate of SCE&C.
5. Benefits of the Business Rescue Plan as opposed to liquidation
There does not appear to be any material benefit to the creditors of Sanyati by
adopting the Business Rescue Plan as opposed to the benefits that would be
received by creditors if Sanyati were to be placed in liquidation.
The recovery in Sanyati will depend upon what is realised from the loan amount
owed by SCE&C to Sanyati. For every 1 cent in the Rand that is realised this should
translate into approximately R4 million to Sanyati. In the event of Sanyati being
liquidated, its liquidators would probably be entitled to liquidator fees of
approximately 17.5% of the amount realised from SCE&C pursuant to the loan to
SCE&C. By remaining in business rescue, Sanyati will continue to incur costs, which
cannot be capped nor quantified.
The main benefit to keeping Sanyati in business rescue is that as a standalone entity
it could be sold as a listed shell once the claims against Sanyati have been either
settled or compromised. This may have a benefit to Shareholders. However, at this
time there can be no assurance of such a benefit arising.
In light of the fact that there does not appear to be any material benefit to creditors
by maintaining business rescue for Sanyati it will be left to the creditors to vote on
maintaining business rescue or liquidation.
6. Unaudited and unreviewed financial information relating to Sanyati that is included in
the Business Rescue Plan
The unaudited and unreviewed statements of comprehensive income of Sanyati for
the year ended 29 February 2012 and the three months ended 31 May 2012, as
extracted from the Business Rescue Plan, are set out below:
Statements of comprehensive income for
the period ending 29 February 31 May
R'000 2012 2012
Revenue 6 215 1 500
Contracting costs -
Gross profit 6 215 1 500
Other income 23 -
Administrative and operating expenses (2 574) (1 301)
Profit/(loss) before depreciation 3 664 199
Depreciation (1 963) (350)
Profit/(loss) after depreciation 1 701 (151)
Impairment of investment in subsidiary (199 757) -
Profit/(loss) before interest and taxation (198 056) (151)
Investment income 1 050 114
Interest expense (25) (2)
Profit/(loss) before taxation (197 031) (39)
Taxation expense (79) -
Profit/(loss) for the year (197 110) (39)
The unaudited and unreviewed statements of financial position of Sanyati as at 29
February 2012 and 31 May 2012, as extracted from the Business Rescue Plan, are
set out below:
Statements of financial position for the period
ending 29 February 31 May
R'000 2012 2012
Assets
Non-current assets
Property, plant and equipment 1 298 949
Loans receivable 426 230 422 759
- Intercompany loans 413 747 410 274
- Executive Share Incentive Scheme 10 721 10 723
- Broad-based Share Incentive Scheme 2 2
- 2007 Acquisition Trust 1 760 1 760
Deferred taxation assets 182 182
Total non-current assets 427 710 423 890
Current assets
Trade and other receivables 7 120 8 803
Cash and cash equivalents 230 2 139
Total current assets 7 350 10 942
Non-current assets classified as held-for-sale - -
Total assets 435 060 434 832
Equity and liabilities
Share capital 5 5
Share premium 589 027 589 027
Accumulated profit (169 530) (169 569)
Total equity 419 502 419 463
Current liabilities
Trade and other payables 3 573 3 441
Current portion of interest bearing borrowings 98 39
Current portion of vendor liabilities 11 884 11 884
Taxation 3 3
Bank overdrafts - 2
Total current liabilities 15 558 15 369
Total liabilities 15 558 15 369
Total equity and liabilities 435 060 434 832
7. Renewal of cautionary announcement
Sanyati requested that the shares be voluntary suspended on the JSE effective
Wednesday, 23 May 2012.
Shareholders are advised to continue to exercise caution when dealing in the
Company's securities until further information with regards to the above is provided.
Bryanston
18 July 2012
Sponsor
KPMG Services (Pty) Ltd
Date: 18/07/2012 09:00:00 Supplied by www.sharenet.co.za
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