Update on recent developments
BLUE FINANCIAL SERVICES LIMITED
Incorporated in the Republic of South Africa
Registration Number: 1996/006595/06
JSE Code: BFS
ISIN: ZAE000083655
("Blue" or "the Company" or “the Group”)
UPDATE ON RECENT DEVELOPMENTS
1. BACKGROUND
Shareholders are referred to the announcement published on
the Securities Exchange News Service (“SENS”) of the JSE
Limited (“JSE”) on 25 June 2013 (“June 2013 SENS”), whereby
shareholders were advised of the Company’s continuing
negotiations with Mayibuye on the proposed corporate action
as well as the voluntary suspension of trading in Blue
securities. By way of this announcement, Blue would like to
update shareholders on the following key issues.
2. CONVERSION OF DEBT IN TERMS OF THE DEBT RESCHEDULING
AGREEMENT (“DRA”)
Shareholders are referred to the DRA concluded as part of
the R163m recapitalisation of Blue by Mayibuye in December
2010. In terms of the DRA, to the extent there is any
shortfall at the end of the debt rescheduling period, being
January 2014, between the DRA debt owing to the DRA funders
and the DRA assets ring fenced to service the DRA debt, this
shortfall would be automatically converted into Blue
ordinary shares at the 30-day volume weighted average price
at that time.
Shareholders are accordingly advised that the DRA funders
have notified the Company of their intention to bring
forward the conversion date from January 2014 and the
parties are in the process of finalising the effective date
and calculations for purpose of this conversion.
Benefits of accelerating the conversion will be an improved
capitalisation of the Company’s balance sheet and a reduced
interest and resultant cash flow burden on the Company.
3. PROPOSED CORPORATE ACTION
Shareholders are reminded of the renewal of cautionary
announcement published on the Securities Exchange News
Service (“SENS”) of the JSE Limited (“JSE”) on 13 August
2013 whereby shareholders were advised that the Company is
continuing its negotiations with Mayibuye as well as key
stakeholders in Mayibuye regarding the recapitalisation of
Blue.
4. UPDATE ON INVESTIGATION COMMISSIONED IN 2010
The forensic investigation commissioned by the Board in 2010
has been completed. Horwath Forensics SA was appointed to
undertake the investigation. In this regard, the Company has
reported to the Directorate of Priority Crimes in terms of
section 34 of the Prevention and Combating of Corrupt
Activities Act.
The Company will continue to offer its full support to all
regulatory bodies in their investigation of this matter.
5. NEW INVESTIGATION COMMISSIONED IN 2013
In the June 2013 SENS, the Company advised that the Board
had commissioned a new forensic investigation in May 2013.
In this regard, Horwath Forensics SA was appointed by the
Board to undertake the investigation, which includes inter
alia investigating transactions between the Company and
Leonox Investments (Pty) Ltd.
This investigation is ongoing, however, the Company has
reported to the Directorate of Priority Crimes in terms of
section 34 of the Prevention and Combating of Corrupt
Activities Act.
The Company will continue to offer its full support to all
regulatory bodies in their investigation of this matter.
6. FEBRUARY 2013 FINANCIAL RESULTS
The February 2013 financial results are anticipated to be
published as soon as the auditors have completed their
audit. The Board is fully aware of the importance of
concluding the audit and would therefore like to give
shareholders the comfort that the matter is being given the
highest priority.
7. TRADING OF SECURITIES
The Board will apply to the JSE to recommence trading of
Blue securities on the stock exchange once the February 2013
financial results have been published. Until such time the
voluntary suspension of trading of Blue’s securities will
remain in effect.
Johannesburg
26 August 2013
Designated Advisor
Grindrod Bank Limited
Date: 26/08/2013 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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