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PNG - Pinnacle Point Group Limited - Finalisation of rights offer, sale of
shares agreement and trading statement announcement
PINNACLE POINT GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2000/000059/06)
JSE Share code: PNG
NSE Share code: PNG
ISIN: ZAE000127122
("PPG" or the "Company")
FINALISATION OF RIGHTS OFFER, SALE OF SHARES AGREEMENT AND TRADING STATEMENT
ANNOUNCEMENT
Finalisation of Rights Offer and Sale of Shares Agreement
The board of directors wish to advise shareholders of the successful
implementation of the underwriting agreement, entered into with Absa Bank
Limited ("Absa") on 26 October 2009 (the "Underwriting Agreement"), and confirms
that the Absa loans totaling R125 million have been capitalised and that the R95
million cash payable in terms of the Rights Offer has been received by the
Company, representing a total of R220 million, in addition to the R41 280 939.60
already raised, bringing a total amount raised to R261 280 939.65 in the Rights
Offer through the issue of 1 741 872 931 new shares in PPG.
With the Rights Offer process now complete and with the Certificate of Occupancy
and the conditional environmental approvals having been received for the Lagos
Keys development, PPG will now be able to focus on its core business and the
delivery of value to its stakeholders.
Shareholders are reminded that, as announced on 9 February 2010 (the "9 February
Announcement"), the Trilinear Empowerment Trust ("Trilinear") and Absa concluded
a Sale of Shares Agreement (the "Sale Agreement") in terms of which Absa sold
its entire shareholding in the Company (the "Sale Shares"), to Trilinear.
The acquisition has now been implemented which resulted in Trilinear`s
shareholding in the Company increasing to approximately 48,4%. The Sale
Agreement places an absolute prohibition on Trilinear voting the Sale Shares (or
exercising any other rights attaching to the Sale Shares which would give
Trilinear any form of control over the Company) until such time as any necessary
approvals have been obtained from the Competition Authorities. Furthermore, as
referred to in the 9 February Announcement, the Securities Regulation Panel (the
"Panel") granted a temporary 30 day exemption (the "30 Day Exemption") to
Trilinear from making a mandatory offer (the "Mandatory Offer") in terms of Rule
8 of the Securities Regulation Code on Takeovers and Mergers (the "Code") to all
Shareholders. The 30 Day Exemption has been provided in order to enable
Trilinear to endeavour to secure a "whitewash resolution" (the "Whitewash
Resolution") from independent Shareholders in terms of Rule 8.7 of the Code in
support of the waiver of the Mandatory Offer. A circular to Shareholders,
calling a meeting to consider the Whitewash Resolution, will be sent to
Shareholders as soon as possible in order to ensure that the meeting is held
within the 30 Day Exemption period. Trilinear currently holds irrevocable
undertakings and commitments, to vote in favour of the Whitewash Resolution to
dispense with, or not to accept the Mandatory Offer (if made), from
approximately 95% of independent Shareholders (being Shareholders other than
Trilinear).
The PPG board of directors takes this opportunity to declare its full support
for the initiative taken by Trilinear to increase its shareholding in the
Company. The faith Trilinear has shown in management and the prospects of the
Company augurs well for the future.
Trading Statement
In terms of the Listings Requirements of the JSE Limited (the "JSE"), listed
companies are required to publish a trading statement as soon as they are
satisfied that a reasonable degree of certainty exists that the financial
results for the next period to be reported on will vary by more than 20% from
those of the previous corresponding period or from a profit forecast previously
provided to the market in relation to such period.
Shareholders are reminded that the Company published a profit forecast on 29
October 2009 for the years ending 28 February 2010 and 28 February 2011 as
detailed in the Rights Offer circular to shareholders dated 16 November 2009
(the "Profit Forecast"). A key factor in the Profit Forecast was the successful
conclusion of the Rights Offer by 7 December 2009. Due to the delayed
implementation of the Underwriting Agreement, the Rights Offer was only fully
implemented three months later, which resulted in all activities to realise the
profit forecast having been placed on hold.
Note 12 of the assumptions relied upon in the Profit Forecast advised that the
Profit Forecast for 28 February 2010 had been prepared on the basis that sales
of the Lagos Keys development were expected to commence in the latter part of
the 2010 financial year and that, included in the forecasted revenue for the
year ending 28 February 2010 were the sale of 15 units at Lagos Keys, and the
PPG directors were of the opinion that, based on information received from third
parties and the expected timing of concluding the Rights Offer, PPG would have
been able to achieve this target. If this was not achieved, then the projected
core headline loss was expected to amount to R22.3 million. The revenue from
these sales would then have to be carried over to the following financial year.
For the year ending 28 February 2011 the sale of 85 units were included in the
forecasted revenue. The assumptions also presumed the sale of one of the
Company`s developments during the 2010 financial year.
Due to the aforementioned delay in the implementation of the Underwriting
Agreement, the anticipated sale of the 15 units at Lagos Keys will now only be
reflected in the 2011 financial year. Certain prospective buyers have already
been identified and have qualified for these sales. In addition, an agreement
has been signed for the sale of the Gardener Ross Golf and Country Estate. The
sale is subject to a due diligence being satisfactorily completed and
Competition Authority approval being obtained. The profit resulting from the
sale of this development will now move into the 2011 financial year. This sale
will also impact positively on the Group`s gearing and cash flow as the
development debt relating to this development amounts to approximately R161
million at 28 February 2010 which comprises 41% of the total remaining interest
bearing debt outstanding at the end of February 2010.
Accordingly, shareholders are advised that the Company expects that the headline
loss per share will be approximately 2.5 cents per share compared to the
forecast headline earnings per share of 0.03 cents per share, as reflected in
the Profit Forecast. All of PPG`s property developments and property development
stock is in the process of being valued and any adjustment required to trading
stock values may influence the above estimates.
This trading statement and estimate has not been reviewed or reported on by the
Company`s external auditors.
By order of the board
Johannesburg
09 March 2010
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Legal Advisor
Edward Nathan Sonnenbergs
Date: 09/03/2010 16:47:01 Supplied by www.sharenet.co.za
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