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Share placement incorporating a general and specific issue of shares for cash
Interwaste Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/037223/06)
Share code: IWE
ISIN: ZAE000097903
(“Interwaste” or “the Company”)
SHARE PLACEMENT INCORPORATING A GENERAL AND SPECIFIC ISSUE OF
SHARES FOR CASH
1. Introduction
The board of directors of Interwaste is pleased to advise shareholders that the Company has
successfully concluded a capital raising exercise whereby the company has placed, subject
to shareholder approval in respect of the Specific Issue component thereof as detailed
below, the placement of 66 666 667 new Interwaste shares, raising R50 million in equity
capital (the “Share Placement”).
2. Details of the Share Placement
In terms of the Share Placement, 66 666 667 new Interwaste shares (the “Placement
Shares”) will be issued at a price of 75 cents per share (the “Issue Price”).
The Issue Price represents a discount of 5.6% to the 30 trading day volume weighted
average price up to an including 7 June 2013, being the day prior to the date on which the
price of the issue was agreed.
41 380 201 of the Placement Shares will be issued to public shareholders, as defined in the
JSE Limited Listings Requirements (the “Listings Requirements”), in terms of the general
authority to issue shares for cash granted to the directors of Interwaste at the Company’s
last annual general meeting (the “General Issue”).
The balance of the Placement Shares (25 286 466 shares) will be issued to non-public
shareholders, as defined in the Listings Requirements (the “Specific Issue”), as follows:
To non-public shareholders as defined in the
Listings Requirements:
- Coronation Capital Limited 20 736 466
- Mike Nicolls 1 000 000
- Craig Henson 500 000
To non-public shareholders who are also
related parties as defined in the Listings
Requirements:
- Gavin Tipper 2 500 000
- Andre Broodryk 500 000
- Dan Nkomo 50 000
Total 25 286 466
3. Rationale for the Share Placement
The new equity will be used to fund working capital required as a result of the company’s
growth and to finance a number of new projects. The projects are expected to be earnings
accretive.
4. Unaudited pro forma financial information
The table below sets out the pro forma financial effects of the General Issue and the Specific
Issue on the earnings, headline earnings, net asset value and net tangible asset value per
ordinary share of Interwaste, based on the audited financial statements of Interwaste for the
year ended 31 December 2012. The financial effects are the responsibility of the directors of
Interwaste and are prepared for illustrative purposes only and, because of their nature, may
not fairly present the financial position of Interwaste, changes in its equity or the results of its
operations or cash flows after the General Issue and the Specific Issue.
Per ordinary share Before the After the After the Change
(cents) Share General issue General Issue
Placement and the
Specific Issue
Earnings 4.49 4.30 4.16 -7.34%
Headline earnings 3.89 3.77 3.66 -5.88%
Net asset value 74.30 74.39 74.41 0.15%
Net tangible asset value 60.10 61.71 62.54 4.06%
Number of shares (‘000) 329 311 370 691 395 978 20.24%
Notes:
1. The amounts in the "Before the Share Placement" column represent the earnings,
headline earnings, net asset value and net tangible asset value per share as
disclosed in the audited financial statements for the 12 months ended 31 December
2012.
2. The effect on Earnings per Share and Headline Earnings per Share is calculated as if
the Share Placement had taken place on 1 January 2012.
3. The effect on Net Asset Value and Tangible Net Asset Value per share is calculated
as if the Share Placement had taken place on 31 December 2012.
4. A portion of the new capital will be used to reduce the overdraft and therefore
potential interest savings (at prime interest rate of 8.50%) were taken into account.
5. Total cost relating to the General and Specific Issue of R150 000 have been included
in the calculations above.
6. The effects of all benefits and cost relating to the Share Placement have been
reduced by the statutory tax rate of 28%.
5. Circular in respect of the Specific Issue
The Specific Issue will, in terms of the Listings Requirements, require the approval of
Interwaste Shareholders and a circular to Interwaste shareholders relating to the Specific
Issue and including a notice of general meeting will be posted to Interwaste shareholders in
due course.
Germiston
11 June 2013
Corporate and Designated Advisor
Grindrod Bank Limited
Reporting Accountants and Auditors
KPMG Inc.
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