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MVG/MVGP - Mvelaphanda Group Limited - Company announcement and withdrawal of

Release Date: 07/10/2010 12:53
Code(s): MVG MVGP
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MVG/MVGP - Mvelaphanda Group Limited - Company announcement and withdrawal of cautionary announcement Mvelaphanda Group Limited Registration Number: 1995/004153/06 (Incorporated in the Republic of South Africa) Ordinary share code: MVG ISIN: ZAE000060737 Preference share code: MVGP ISIN: ZAE000073540 ("Mvela Group" or "the Group") CONFIRMED INTENTION TO LIST MVELASERVE ON THE JSE MAIN BOARD UNBUNDLING OF MVELA GROUP SHARES IN MVELASERVE TO MVELA GROUP ORDINARY SHAREHOLDERS WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Mvela Group ordinary and preference shareholders ("Mvela Group shareholders") are referred to the cautionary announcement contained in the reviewed year end results of Mvela Group for the financial year ended 30 June 2010 released on SENS on 26 August 2010. This cautionary announcement stated that the Mvela Group board of directors ("Board") was in the process of assessing both the qualitative and quantitative aspects of the alternatives available regarding Mvela Group`s investment in Mvelaserve Limited ("Mvelaserve" or "the Company"), and that they were considering a separate listing of the shares in Mvelaserve on the exchange operated by the JSE Limited ("JSE") ("the Mvelaserve Listing") and the unbundling of Mvela Group`s shares in Mvelaserve to Mvela Group ordinary shareholders ("the Unbundling"). The Board has now completed its assessment of the strategic options for Mvelaserve and is pleased to confirm its intention to proceed with the Mvelaserve Listing and the Unbundling, which are subject to JSE approval. The Board is of the view that the proposed Mvelaserve Listing and the Unbundling would best serve the interests of Mvela Group shareholders and will be the most efficient manner to unlock value for the Mvela Group shareholders. The proposed Mvelaserve Listing and Unbundling follows the announcement made by Mvela Group CEO, Yolanda Cuba, last year of its commitment to unlock value for Mvela Group shareholders through the realisation and unbundling of the Group`s assets. This proposed Mvelaserve Listing and Unbundling follows the unbundling of Mvela Group`s interest in Life Healthcare Group Holdings Limited ("Life Healthcare") and the listing of Life Healthcare on the JSE on 1 June 2010. Mikki Xayiya, Executive Chairman of Mvela Group, said: "This is another major step forward in our stated strategy to unlock value for shareholders through the unbundling and realisation of the Group`s assets. Mvelaserve is a strong business with leading market positions, an impressive track record, strong financial performance and an experienced and entrepreneurial management team. It is well disposed to stand alone as a listed entity." Mvelaserve`s results for the year to 30 June 2010 showed revenues up 12% to R4.2bn and earnings before interest, tax, depreciation and amortisation up 31% to R465m. The Company has a balanced earnings profile through its various areas of operation with clients from both the private and government sectors. Mvelaserve is a leading provider of integrated outsourced business support services in South Africa employing about 30,000 people. The Company provides a wide range of services in the areas of facilities management, security, catering and cleaning and also in the gambling, franchising and freight markets. TFMC, the integrated facilities management business, is the largest in South Africa. TFMC provides total integrated facilities management services, including corporate real estate management and professional engineering services which allow clients to focus on their core business. Protea Coin, the security business, is a leading provider of integrated risk reduction solutions with three primary divisions being assets-in-transit, guarding and technical providing high-tech security solutions. Royalserve houses the catering and cleaning businesses. Royalserve Catering is an outsourced food solutions company and Royalserve Cleaning is the third largest cleaning company in South Africa with clients across many sectors. Other Mvelaserve businesses comprise Khuseti, the franchisor of the King Pie brand, Zonke, the sole provider of the Central Electronic Monitoring System for the limited payout gambling machines and Contract Forwarding, an international freight forwarding and customs broker. Jorge Ferreira, Group CEO of Mvelaserve, said: "Mvelaserve`s strategy is to continue building its business as the recognised leading provider of outsourced support services in South Africa and the rest of the continent. We believe this will be achieved through our well established and recognised brands, strong portfolio of blue chip clients and leading positions in attractive markets. The separate listing of Mvelaserve will bring benefits from an enhanced public profile and provide the Company with a further source of capital to facilitate future expansion if required." Mvelaserve will issue a pre-listing statement and Mvela Group will issue a circular to shareholders in which more information will be provided in respect of the proposed unbundling and listing. It is expected that the listing of Mvelaserve will take place before the year end. There is no intention to raise fresh capital at the listing as the Company is well capitalised for its current requirements and has strong cash flows. The listing will be subject to various conditions including the passing of resolutions required to approve the unbundling by Mvela Group shareholders at a general meeting of the Group. Mvela Group shareholders are advised that it is no longer necessary to exercise caution when dealing in Mvela Group securities. 7 October 2010 Johannesburg Corporate adviser and transaction sponsor to Mvela Group and Mvelaserve Limited Investec Corporate Finance Legal adviser to Mvela Group and Mvelaserve Limited Cliffe Dekker Hofmeyr Inc Sponsor to Mvela Group Deutsche Securities (SA) (Proprietary) Limited Enquiries: Mvela Group 011 684 2652 Yolanda Cuba, CEO Mvelaserve 087 803 3400 Jorge Ferreira, CEO College Hill 011 447 3030 Nicholas Williams 082 600 2192 Morne Reinders 082 815 1844 Mvelaserve is a leading provider of outsourced business support services in South Africa through its portfolio of operating subsidiaries, employing approximately 30 000 people. Mvelaserve offers a wide range of intergrated services in the areas of facilities management, security, catering and cleaning. It also provides services in the gambling, pie manufacturing, franchising and freight markets. Mvelaserve is structured to afford substantial autonomy to the business units where the focus is on organic growth as well as expansion of its service offerings. Mvelaserve`s intention is to become the foremost provider of intergrated outsourced business support services to South Africa and the rest of the continent. KEY STRENGTHS Mvelaserve`s key strengths include: - Balanced business portfolio Mvelaserve has a balanced portfolio across its lines of business and geographies. It has a wide variety of clients including both private sector and government organisations throughout South Africa. - Proven financial performance Mvelaserve has shown significant growth, margin enhancement and increased profitability over the past few years. This has resulted in strong cash flows and increased returns to shareholders. - Operational advantages Mvelaserve`s operational advantages include, inter alia: - well established, respected and recognised brands; - a strong portfolio of blue chip clients; - strong position in attractive markets, and ability to change and adapt with growing markets. - established national footprint. - an experienced, strong entrepreneurial, carefully selected senior management, with a proven track record; - diversified offering of outsourced services to clients; - a committed and loyal workforce; - consistently strong corporate governance practices; - understanding client needs through building strong and long-standing business relationships; - preferred supplier status in many industries; - ability to retain clients; - ability to cross-sell diverse services to its clients; and - ability to understand the markets in which it operates. - Empowerment credentials As a result of the 100% shareholding by Mvela Group, Mvelaserve has an effective 77.20% BEE shareholding excluding Mandated Investments (54.75% BEE shareholding including Mandated Investments). After the listing and unbundling, Mvelaserve will have a similar shareholder profile as Mvela Group, giving it a strong BEE ownership percentage. STRATEGIES FOR GROWTH Mvelaserve`s strategy is to grow and build the business into the recognised leading provider of outsourced business support services in South Africa and the rest of the continent. This will be achieved by: - Optimising profitability of established businesses Mvelaserve intends to continue its ongoing business optimisation programmes, strengthening margins, empowering the management teams of each subsidiary, and seeking to maximise shareholder returns. - Improving market positioning Mvelaserve aims to maintain its recognised leadership position in the intergrated outsourced business support services markets. Mvelaserve continually seeks opportunities to further strengthen its position as a market leader, and believes that it is well-positioned to benefit from further economic growth in South Africa and the rest of the continent. - Expanding existing businesses Mvelaserve intends to penetrate new markets through utilisation of its BEE credentials and the use of the existing client base, as well as providing services in selected geographies. - Growing through strategic acquisitions Mvelaserve seeks to grow though investingin businesses with the potential to enhance the current service offering to clients and to grow free cash flow and return on investment. - Expanding the Company`s footprint into the continent of Africa Mvelaserve aims to use its respected and recognised brands to expand the Group`s footprint in the rest of the continent with respected selected partners in the target countries. Date: 07/10/2010 12:53:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.