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SEKUNJALO INVESTMENTS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 96/06093/06)
("SEKUNJALO" OR "THE COMPANY")
ABRIDGED PROSPECTUS
RELATING TO:
- A PREFERENTIAL OFFER FOR SUBSCRIPTION OF 10 000 000 B ORDINARY SHARES OF
0,002 CENTS EACH IN THE SHARE CAPITAL OF SEKUNJALO ("B ORDINARY SHARES") AT AN
ISSUE PRICE OF 200 CENTS PER B ORDINARY SHARE
("THE PREFERENTIAL OFFER"); AND
- AN OFFER TO HISTORICALLY DISENFRANCHISED PERSONS ("HDPS") OF THE SOUTH
AFRICAN PUBLIC ONLY, FOR THE PURCHASE OF 5 000 000 OPTIONS AT A PRICE OF 40
CENTS PER OPTION ("THE SEKUNJALO EMPOWERMENT OFFER"),
WHICH OPTIONS WILL ENTITLE THE HOLDERS THEREOF TO SUBSCRIBE FOR ONE B ORDINARY
SHARE PER OPTION, ON 22 MAY 2002, AT AN ISSUE PRICE OF 230 CENTS PER B ORDINARY
SHARE,
(COLLECTIVELY "THE OFFERS").
OPENING DATE OF THE OFFERS (09:00) WEDNESDAY, 14 APRIL 1999
CLOSING DATE OF THE PREFERENTIAL OFFER (12:00) WEDNESDAY, 5 MAY 1999
PROPOSED LISTING DATE (09:30) WEDNESDAY, 12 MAY 1999
CLOSING DATE OF THE SEKUNJALO EMPOWERMENT OFFER
(12:00) FRIDAY, 21 MAY 1999
THE B ORDINARY SHARES OFFERED FOR SUBSCRIPTION IN TERMS OF THE SEKUNJALO
PROSPECTUS DATED 14 APRIL 1999 ("THE PROSPECTUS") WILL RANK PARI PASSU WITH THE
EXISTING A ORDINARY SHARES OF 1 CENT EACH IN THE SHARE CAPITAL OF SEKUNJALO ("A
ORDINARY SHARES") AND THE EXISTING B ORDINARY SHARES IN ISSUE (COLLECTIVELY
"SHARES"), EXCEPT THAT A B ORDINARY SHARE ENTITLES THE HOLDER THEREOF TO ONE
VOTE PER B ORDINARY SHARE WHILE AN A ORDINARY SHARE ENTITLES THE HOLDER THEREOF
TO 500 VOTES PER A ORDINARY SHARE. ACCORDINGLY, THE B ORDINARY SHAREHOLDERS
HAVE LESS INFLUENCE OVER THE AFFAIRS OF SEKUNJALO THAN THE A ORDINARY
SHAREHOLDERS.
THE LISTING OF 86 688 848 SEKUNJALO B ORDINARY SHARES HAS BEEN GRANTED BY THE
JOHANNESBURG STOCK EXCHANGE ("JSE") IN THE INDUSTRIAL - "HOTELS & LEISURE"
SECTOR OF THE JSE LIST, UNDER THE ABBREVIATED NAME "SEKUNJALO" (JSE SHARE CODE:
"SKJ"). THE 2 000 000 ISSUED A ORDINARY SHARES WILL BE UNLISTED.
AN ENGLISH COPY OF THE PROSPECTUS WAS REGISTERED BY THE REGISTRAR OF COMPANIES
ON 13 APRIL 1999, IN TERMS OF SECTION 155(1) OF THE COMPANIES ACT, 1973 (ACT 61
OF 1973), AS AMENDED. THIS ANNOUNCEMENT CONTAINS SALIENT INFORMATION IN RESPECT
OF THE OFFERS, WHICH IS MORE FULLY DETAILED IN THE PROSPECTUS ISSUED ON 14
APRIL 1999. FOR A FULL APPRECIATION OF THE OFFERS, THE COMPLETE PROSPECTUS,
WHICH IS AVAILABLE ON REQUEST AS DETAILED IN PARAGRAPH 8 BELOW, SHOULD BE READ
IN ITS ENTIRETY.
1. DETAILS OF THE OFFERS
OFFER PRICE PER B ORDINARY SHARE (CENTS) 200
HISTORICAL PRICE:EARNINGS MULTIPLE ON SUBSCRIPTION PRICE
(TIMES) (BASED ON PRO FORMA AGGREGATED YEAR-END RESULTS
TO 31 AUGUST 1998) 12,3
FORWARD PRICE:EARNINGS MULTIPLE ON SUBSCRIPTION PRICE
(TIMES) (BASED ON FORECAST EARNINGS TO 31 AUGUST 1999) 8,5
B ORDINARY SHARES OFFERED FOR SUBSCRIPTION IN TERMS OF
THE PREFERENTIAL OFFER 10 000 000
TOTAL CAPITAL TO BE RAISED BY THE PREFERENTIAL OFFER
(RAND) 20 MILLION
OFFER PRICE PER B ORDINARY SHARE OPTION (CENTS) 40
B ORDINARY SHARE OPTIONS OFFERED FOR SUBSCRIPTION IN
TERMS OF THE SEKUNJALO EMPOWERMENT OFFER 5 000 000
NET TANGIBLE ASSET VALUE PER SHARE (CENTS) 136,6
PRIOR TO THE OFFERS, IRREVOCABLE COMMITMENTS WERE RECEIVED IN RESPECT OF 20 000
000 B ORDINARY SHARES AT 200 CENTS PER SHARE FROM SELECTED INDIVIDUALS,
INSTITUTIONS AND PENSION FUNDS TO SUBSCRIBE FOR B ORDINARY SHARES IN TERMS OF A
PRIVATE PLACEMENT, THEREBY RAISING R40 MILLION.
THE SEKUNJALO EMPOWERMENT OFFER IS ONLY TO HDPS OF THE GENERAL PUBLIC OF SOUTH
AFRICA, WHO ARE CITIZENS OF SOUTH AFRICA AND PERMANENT RESIDENTS OF THE COMMON
MONETARY AREA, BEING NATURAL PERSONS BELONGING TO GROUPS WHO WERE NOT ENTITLED
TO PARTICIPATE IN THE ELECTION OF REPRESENTATIVES TO THE HOUSE OF ASSEMBLY IN
TERMS OF THE REPUBLIC OF SOUTH AFRICA CONSTITUTION, ACT 110 OF 1983, BY VIRTUE
OF THE PROVISIONS, INTER ALIA, OF SECTION 100 OF SUCH ACT READ WITH THE
POPULATION REGISTRATION ACT, 1950 (ACT 30 OF 1950) AND THE IDENTIFICATION ACT,
1986 (ACT 72 OF 1986).
2. IMPORTANT TIMES AND DATES
OPENING DATE OF THE OFFERS (09:00) WEDNESDAY, 14 APRIL 1999
CLOSING DATE OF THE PREFERENTIAL OFFER (12:00) WEDNESDAY, 5 MAY 1999
SHARE CERTIFICATES MAILED TO SUCCESSFUL APPLICANTS TUESDAY, 11 MAY 1999
REFUND CHEQUES (IF APPLICABLE) IN RESPECT OF THE
PREFERENTIAL OFFER MAILED TUESDAY, 11 MAY 1999
ANTICIPATED LISTING DATE UNDER THE NAME "SEKUNJALO"
IN THE INDUSTRIAL - "HOTELS & LEISURE" SECTOR OF
THE JSE LIST (09:30) WEDNESDAY, 12 MAY 1999
CLOSING DATE OF THE SEKUNJALO EMPOWERMENT OFFER
(12:00) FRIDAY, 21 MAY 1999
REFUND CHEQUES (IF APPLICABLE) IN RESPECT OF THE
SEKUNJALO EMPOWERMENT OFFER MAILED MONDAY, 31 MAY 1999
EXERCISE DATE OF THE OPTIONS WEDNESDAY, 22 MAY 2002
THE ABOVE DATES AND TIMES ARE SUBJECT TO CHANGE. ANY AMENDMENTS WILL BE
PUBLISHED IN THE PRESS.
3. NATURE OF BUSINESS AND PROSPECTS
3.1. BACKGROUND AND HISTORY
SEKUNJALO IS A HOLDING COMPANY WHICH WAS ESTABLISHED ON 20 MAY 1996 AS A
BLACK-CONTROLLED ECONOMIC EMPOWERMENT GROUP. SEKUNJALO'S MAIN OBJECTIVE IS TO
EMPOWER
PREVIOUSLY DISADVANTAGED INDIVIDUALS THROUGH JOB CREATION AND MAXIMISING
SHAREHOLDER WEALTH GENERATION BY MAKING STRATEGIC INVESTMENTS. SEKUNJALO
CURRENTLY HAS OVER 475 DIRECT SHAREHOLDERS, THE MAJORITY OF WHOM ARE PREVIOUSLY
DISADVANTAGED INDIVIDUALS. ALTHOUGH CERTAIN INSTITUTIONAL SHAREHOLDERS HAVE A
SUBSTANTIAL STAKE IN THE COMPANY, CONTROL IS ENTRENCHED WITH THE SEKUNJALO
DIRECTORS AND THE SEKUNJALO DEVELOPMENT FOUNDATION THROUGH A VOTING POOL
AGREEMENT AND THE SHARE CAPITAL STRUCTURE CONSISTING OF HIGH VOTING A ORDINARY
SHARES AND LOW VOTING B ORDINARY SHARES.
3.2. NATURE OF BUSINESS AND INVESTMENT CRITERIA
SEKUNJALO AND ITS ASSOCIATES AND SUBSIDIARIES ("THE SEKUNJALO GROUP") HAVE
OPERATIONAL INVESTMENTS IN THE FOLLOWING FOCUS AREAS:
* HEALTHCARE;
* FINANCIAL SERVICES;
* INFORMATION TECHNOLOGY;
* LEISURE; AND
* INDUSTRIAL HOLDINGS.
SEKUNJALO WILL ONLY INVEST WHERE IT CAN ACQUIRE A SIGNIFICANT STAKE THEREBY
ENABLING IT TO EITHER CONTROL THE INVESTMENT OR PLAY A MEANINGFUL ROLE IN THE
STRATEGIC DIRECTION AND MANAGEMENT OF THE INVESTMENT.
SEKUNJALO'S PRINCIPAL STRENGTH IS TO PROVIDE LEADERSHIP, A SHARED VISION AND
STRATEGIC AND OPERATIONAL DIRECTION TO ENHANCE THE EARNINGS GENERATION ABILITY
OF THE UNDERLYING OPERATIONAL ENTITY AND HENCE GENERATE SUPERIOR RETURNS FOR
ITS SHAREHOLDERS. SEKUNJALO ALSO INTENDS TO ADD VALUE TO ITS INVESTMENTS BY
EXPLORING AND DEVELOPING COMPLEMENTARY MARKETS AND INTER-GROUP SYNERGIES.
FURTHERMORE, SEKUNJALO, BEING A BLACK-CONTROLLED HOLDING COMPANY, FOCUSES ON
THE GROWTH DYNAMICS OF EACH INVESTMENT IN THE CONTEXT OF THE NEW MARKET AND
POLITICAL FORCES WHICH HAVE BEEN IN EXISTENCE IN SOUTH AFRICA SINCE THE
DEMOCRATIC ELECTIONS IN 1994. SEKUNJALO IS WELL-POSITIONED TO TAKE ADVANTAGE OF
OPPORTUNITIES ARISING FROM PUBLIC SECTOR PRIVATISATION AND OUTSOURCING AND
EQUITY PARTICIPATION IN LISTED AND UNLISTED COMPANIES WHERE A BLACK ECONOMIC
EMPOWERMENT PARTNER CAN ADD VALUE TO THE OPERATIONAL ACTIVITIES OF THE COMPANY.
THE FOLLOWING IS A DESCRIPTION OF THE VISION AND CURRENT UNDERLYING INVESTMENTS
IN EACH OF THE FOCUS AREAS:
3.2.1. HEALTHCARE
SEKUNJALO HEALTH CARE LIMITED ("SEKUNJALO HEALTH CARE") IS SOUTH AFRICA'S FIRST
OPERATIONAL INTEGRATED BLACK-EMPOWERMENT HEALTHCARE GROUP, WHICH IS FOCUSED ON
PURSUING OPPORTUNITIES ARISING FROM THE CHANGING HEALTHCARE INDUSTRY. IT
CONTINUES TO ALIGN ITSELF WITH GOVERNMENT'S INITIATIVE TO EXPAND HEALTHCARE
PROVISION AND TO PROVIDE QUALITY ACCESSIBLE HEALTHCARE SERVICES. SEKUNJALO
HEALTH CARE RECEIVES A TENDER PRICE PREFERENCE FOR BEING BLACK-CONTROLLED.
SEKUNJALO HAS A 26,15% DIRECT EQUITY INVESTMENT IN SEKUNJALO HEALTH CARE AND
VOTING CONTROL OF 54,24% BY VIRTUE OF IT HOLDING SUFFICIENT VOTING ORDINARY
SHARES COMPARED TO THE LOW VOTING "N" ORDINARY SHARES IN ISSUE.
SEKUNJALO HEALTH CARE'S ACTIVITIES ARE FOCUSED IN THREE OPERATING DIVISIONS:
3.2.1.1. MANUFACTURING
SEKUNJALO HEALTH CARE'S STRATEGIC OBJECTIVE IS TO DEVELOP THE MANUFACTURING
DIVISION INTO A LEADING PRODUCER OF SURGICAL DISPOSABLES SUPPLYING SOUTH AFRICA
AND OTHER DEVELOPING MARKETS, THROUGH SEKUNJALO MEDICAL MANUFACTURING
(PROPRIETARY) LIMITED.
THIS COMPANY HAS THREE OPERATING DIVISIONS, NAMELY: PROMEX, RAPIMED AND
ISO-STER.
PROMEX IS THE LARGEST SYRINGE AND HYPODERMIC NEEDLE MANUFACTURER IN SOUTH
AFRICA. OTHER PRODUCTS SUPPLIED ARE: ALCOHOL SWABS, TONGUE DEPRESSORS, PETRI
DISHES AND SPECIMEN JARS.
RAPIMED MANUFACTURES THE "URICHECK" URINE TEST STRIP LOCALLY IN MIDRAND.
RAPIMED ALSO SUPPLIES OTHER RAPID DIAGNOSTIC CONSUMABLES SUCH AS PREGNANCY AND
MALARIA TESTS.
ISO-STER OWNS ONE OF THE THREE GAMMA RADIATION FACILITIES IN SOUTH AFRICA AND
PROVIDES RADIATION STERILISATION SERVICES TO THE MEDICAL, PHARMACEUTICAL,
COSMETICS AND FOOD INDUSTRIES IN SOUTH AFRICA.
3.2.1.2. TRADING
SEKUNJALO MEDICAL TRADING (PROPRIETARY) LIMITED HAS UNTIL NOW FOCUSED ON
DISTRIBUTING A LIMITED RANGE OF SURGICAL DISPOSABLES TO PUBLIC SECTOR AND
PRIVATE HOSPITALS. THE OBJECTIVE IS TO EXPAND THIS PRODUCT RANGE AND GROW SALES
ONCE A SUITABLE SURGICAL DISTRIBUTOR HAS BEEN ACQUIRED.
3.2.1.3. SERVICES
THE SERVICES DIVISION HAS TWO BUSINESSES, NAMELY: THE PATHNET GROUP OF
COMPANIES ("PATHNET") AND SEKUNJALO INTERMEDIARY HEALTHCARE (PROPRIETARY)
LIMITED ("SEKUNJALO INTERMEDIARY HEALTHCARE").
PATHNET WAS FORMED IN 1997 AND IS SOUTH AFRICA'S FIRST BLACK-OWNED AND
NATIONALLY REPRESENTED PATHOLOGY NETWORK. PATHNET PROVIDES A COMPREHENSIVE
ARRAY OF SERVICES IN ANATOMIC AND CLINICAL PATHOLOGY. PATHNET HAS LABORATORIES
IN THE WESTERN CAPE, EASTERN CAPE AND GAUTENG.
SEKUNJALO INTERMEDIARY HEALTHCARE IS A START-UP OPERATION WHICH INTENDS TO SEEK
STRATEGIC ALLIANCES WITH HEALTH FUND PROVIDERS AND POSITION ITSELF TO MEET THE
EMERGING NEEDS OF THE MANAGED HEALTHCARE MARKET. WITHIN THE NEXT 12 MONTHS,
SEKUNJALO INTERMEDIARY HEALTHCARE INTENDS TO MANAGE FOUR CLINICS IN THE WESTERN
CAPE.
3.2.2. FINANCIAL SERVICES
SEKUNJALO'S OBJECTIVE IS TO DEVELOP A NICHE FINANCIAL SERVICES GROUP FOCUSING
ON ASSET MANAGEMENT, PRIVATE EQUITY AND CORPORATE FINANCE ADVISORY SERVICES.
SEKUNJALO OWNS 100% OF SEKUNJALO CAPITAL (PROPRIETARY) LIMITED ("SEKUNJALO
CAPITAL"), WHICH HAS BEEN ESTABLISHED TO PROVIDE A BROAD RANGE OF FINANCIAL
SERVICES BOTH TO THE SEKUNJALO GROUP AND TO OTHER EMERGING BLACK-EMPOWERMENT
GROUPS. SEKUNJALO CAPITAL OWNS 42,5% OF SEKUNJALO ASSET MANAGEMENT
(PROPRIETARY) LIMITED ("SEKUNJALO ASSET MANAGEMENT"), A JOINT VENTURE COMPANY
WITH TRINITY ASSET MANAGEMENT LIMITED ("THE TRINITY GROUP").
THE TRINITY GROUP IS AN INTERNATIONAL FUND MANAGEMENT GROUP FOCUSING ON
ALTERNATIVE INVESTMENT MANAGEMENT ON A GLOBALLY DIVERSE BASIS. IT IS SEKUNJALO
CAPITAL'S INTENTION TO UTILISE THE INVESTMENT BANKING AND HEDGE FUND EXPERTISE
OF THE TRINITY GROUP TO DEVELOP A LOCAL ALTERNATIVE INVESTMENT PRESENCE IN THE
SOUTH AFRICAN MARKET.
SEKUNJALO ASSET MANAGEMENT HAS A CONTRACT TO ADVISE TRILOGY FUND LIMITED, A
BERMUDA REGISTERED MUTUAL FUND. THE OBJECTIVE OF THE FUND IS TO SOURCE,
EVALUATE, STRUCTURE AND FINANCE INVESTMENTS IN PRIMARILY BLACK-EMPOWERMENT
UNLISTED AND LISTED COMPANIES WITH BUSINESS ACTIVITIES PRINCIPALLY IN SOUTH
AFRICA. FUNDS UNDER MANAGEMENT ARE CURRENTLY US$12 MILLION AND ARE EXPECTED TO
GROW IN THE SHORT TERM.
3.2.3. INFORMATION TECHNOLOGY
SEKUNJALO'S VISION IS TO DEVELOP A FOCUSED INFORMATION TECHNOLOGY GROUP IN
NICHE SECTORS SYNERGISTIC WITH THE OPERATIONAL FOCUS OF THE SEKUNJALO GROUP.
BASED ON THE SEKUNJALO GROUP'S HEALTHCARE EXPERTISE, SEKUNJALO HEALTH CARE
ACQUIRED A 51% INTEREST IN SYSTEM TECHNOLOGIES (PROPRIETARY) LIMITED
("SYSTEM TECHNOLOGIES") IN SEPTEMBER 1998. IN CONJUNCTION WITH SHARED MEDICAL
SYSTEMS CORPORATION INC., A US-BASED MULTI-NATIONAL WHICH IS A LEADING
INTERNATIONAL PROVIDER OF HEALTHCARE INFORMATION SYSTEMS, SYSTEM TECHNOLOGIES
IS DEVELOPING INTO A LEADING PROVIDER OF HOSPITAL MANAGEMENT INFORMATION
TECHNOLOGY SYSTEMS IN SOUTH AFRICA.
SYSTEM TECHNOLOGIES HAS RECENTLY BEEN AWARDED A R200 MILLION TENDER OVER FIVE
YEARS TO SUPPLY STATE HOSPITALS IN THE WESTERN CAPE PROVINCE WITH AN INTEGRATED
HEALTHCARE MANAGEMENT COMPUTER SOFTWARE SYSTEM. SYSTEM TECHNOLOGIES IS
CURRENTLY BIDDING ON OTHER PROVINCIAL STATE HOSPITAL TENDERS AND IS DEVELOPING
A STRATEGY TO PENETRATE THE PRIVATE HOSPITAL MARKET.
3.2.4. LEISURE
SEKUNJALO'S VISION IS TO DEVELOP AN OPERATIONAL LEISURE GROUP FOCUSING ON THE
DEVELOPMENT OF LEISURE ACTIVITIES WITH AN OBJECTIVE OF HARNESSING THE
INCREASING SPENDING POWER OF THE EMERGING BLACK MARKET.
THE CURRENT INVESTMENT WITHIN THIS FOCUS AREA IS SEKUNJALO'S INVESTMENT IN
LEISURENET LIMITED ("LEISURENET"). SEKUNJALO HAS FORMED A CLOSE RELATIONSHIP
WITH LEISURENET OVER THE PAST TWO YEARS AND IS LEISURENET'S EMPOWERMENT
PARTNER. DR IQBAL SURVE, AS A NON-EXECUTIVE DIRECTOR OF LEISURENET, HAS PLAYED
A MEANINGFUL AND ACTIVE ROLE IN THE STRATEGIC DIRECTION AND VISION OF THE
LEISURENET GROUP AND, IN PARTICULAR, THE HEALTH AND FITNESS OPERATIONS.
SEKUNJALO CURRENTLY HAS A 9,2% DIRECT OWNERSHIP OF LEISURENET'S CURRENT SHARE
CAPITAL AND VOTING CONTROL OVER A FURTHER 4,3% THROUGH TWO SPECIAL PURPOSE
VEHICLE SUBSIDIARIES OWNED BY SEKUNJALO. LEISURENET IS AN INTEGRATED LEISURE
GROUP WITH DIVISIONS INVOLVED IN HEALTH AND FITNESS (H&RC BRAND NAME) AND
LEISURE PRODUCTS (THE PRO SHOP AND THE WORLD OF GOLF). SEKUNJALO IS CURRENTLY
ASSISTING LEISURENET IN THE DEVELOPMENT OF SUPPLEMENT HEALTHCARE PRODUCTS FOR
DISTRIBUTION VIA THE H&RC CLUBS.
3.2.5. INDUSTRIAL HOLDINGS
SEKUNJALO HAS MADE THE FOLLOWING SELECTED INVESTMENTS:
3.2.5.1. WASTE MANAGEMENT
SEKUNJALO CHEMICAL CONVERSION TECHNOLOGIES (PROPRIETARY) LIMITED ("SEKUNJALO
CHEMICALS"), WHICH IS 100% OWNED BY SEKUNJALO, HAS ACQUIRED THE RIGHTS TO
ENVIRONMENTALLY ACCEPTABLE AND ECONOMICALLY SUSTAINABLE TECHNOLOGIES THAT
PRESENT AN OPPORTUNITY IN THE CONVERSION OF WASTE STREAMS TO VALUE-ADDED
PRODUCTS.
THE FIRST PLANT UTILISING THESE TECHNOLOGIES WILL BE BASED IN PAARL, WESTERN
CAPE AND WILL PROCESS MUNICIPAL WASTE AND SCRAP TYRES. A SWISS-BASED TECHNOLOGY
PARTNER WILL PROVIDE THE EQUIPMENT AND TECHNICAL EXPERTISE. SEKUNJALO CHEMICALS
WILL EARN A TIPPING FEE FROM PAARL MUNICIPALITY AND THE END PRODUCTS OF THE
WASTE CONVERSION PROCESS, PARTICULARLY CARBON BLACK, CHARCOAL, HIGH-GRADE OILS
AND METHANE GAS, WILL BE SOLD TO ESTABLISHED DOWN-STREAM PRODUCERS. THE PLANT,
PLANNED FOR COMMISSIONING BY JUNE 2000, WILL COST APPROXIMATELY R80 MILLION.
CO-FINANCING WITH THE DEVELOPMENT BANK OF SOUTH AFRICA LIMITED IS BEING
ARRANGED.
3.2.5.2. FISHING
SEKUNJALO ACQUIRED AN EFFECTIVE 56% INTEREST IN PREMIER FISHING SA
(PROPRIETARY) LIMITED ("PREMIER FISHING") IN JULY 1998 IN A LEVERAGED
TRANSACTION WORTH R95,4 MILLION FUNDED BY THE INDUSTRIAL DEVELOPMENT
CORPORATION OF SOUTH AFRICA LIMITED ("IDC"). THE OTHER SHAREHOLDERS IN PREMIER
FISHING ARE PREMIER FISHING EMPLOYEES AND MANAGEMENT AND THE IDC.
THE CORE BUSINESS OF PREMIER FISHING IS THE CATCHING, PROCESSING AND MARKETING
OF FISH AND OTHER MARINE PRODUCTS. PRODUCTS RANGE FROM PREMIUM VALUE ROCK
LOBSTER TO CANNED PILCHARDS, SPREADS (PECKS ANCHOVETTE AND REDRO BRAND NAMES),
HAKE, FISH MEAL, FISH OIL AND PRIZED SEAFOOD, SUCH AS ABALONE AND SQUID.
APPROXIMATELY 90% OF THE ROCK LOBSTER CAUGHT ON THE WEST AND SOUTH COASTS OF
SOUTH AFRICA IS EXPORTED TO THE AMERICAN, EUROPEAN AND ASIAN MARKETS, EITHER
FRESH OR FROZEN, DEPENDING ON THE CONSUMER'S PREFERENCES. AS THE ROCK LOBSTER
IS PRICED IN US DOLLARS, PREMIER FISHING HAS A SIGNIFICANT RAND HEDGE
CONTRIBUTION TO ITS INCOME.
3.3. PROSPECTS AND FUTURE DEVELOPMENTS
IT IS THE INTENTION OF SEKUNJALO TO COMPLEMENT ORGANIC GROWTH THROUGH THE
ACQUISITION OF COMPETITIVE AND COMPLEMENTARY BUSINESSES WHILE MAINTAINING ITS
DRIVE IN ITS IDENTIFIED FOCUS AREAS. SEKUNJALO IS COMMITTED TO AGGRESSIVELY
GROWING THE OPERATIONAL COMPANIES WITHIN THE SEKUNJALO GROUP WHILST CREATING
GROWTH AND LONG-TERM SHAREHOLDER VALUE. SEKUNJALO IS CURRENTLY IN THE EARLY
STAGES OF NEGOTIATIONS REGARDING THE ACQUISITION OF CERTAIN INVESTMENTS AND
JOINT VENTURE AGREEMENTS WITHIN THE FOCUS AREAS WHICH WILL IMPACT POSITIVELY ON
THE EARNINGS OF SEKUNJALO.
4. PRO FORMA PROFIT HISTORY AND FORECASTS
THE INFORMATION SET OUT BELOW SHOULD BE READ IN CONJUNCTION WITH THE
INDEPENDENT REPORTING ACCOUNTANTS' REPORT ON THE SEKUNJALO GROUP AND THE PROFIT
FORECASTS OF THE SEKUNJALO GROUP AS SET OUT IN THE PROSPECTUS.
PRO FORMA
FORECAST FORECAST PRO FORMA
12 MONTHS 12 MONTHS HISTORIC
31 AUGUST 31 AUGUST YEARS ENDED 31 AUGUST
1999 1999 1998 1997 1996 1995 1994
R'000 R'000 R'000 R'000 R'000 R'000 R'000
TURNOVER 283 879 283 879 240 842 207 245 171 971 34 423 32 830
OPERATING INCOME
33 545 34 045 12 216 30 825 29 737 7 955 7 170
NET INTEREST PAID
(13 908) (8 030) (9 229) (10 263) (13 976) (482) (365)
NET INCOME BEFORE TAXATION
19 637 26 015 2 987 20 562 15 761 7 473 6 805
TAXATION (7 222) (8 986) (7 088) (8 473) (5 225) (2 337) (2 420)
NET INCOME/(LOSS) AFTER TAXATION
12 415 17 029 (4 101) 12 089 10 536 5 136 4 385
INCOME FROM ASSOCIATES
5 179 8 291 5 998 6 682 3 034 1 076 452
NET INCOME
17 594 25 320 1 897 18 771 13 570 6 212 4 837
ATTRIBUTABLE TO OUTSIDE SHAREHOLDERS
(7 348) (7 348) 7 383 (6 599) (5 603) (3 792) (3 239)
NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
10 246 17 972 9 280 12 172 7 967 2 420 1 598
WEIGHTED AVERAGE NUMBER OF SHARES IN ISSUE ('000)
43 363 88 689 56 855 56 855 56 855 56 855 56 855
EARNINGS PER SHARE (CENTS)
23,6 20,3 16,3 21,4 14,0 4,3 2,8
PRICE: EARNINGS MULTIPLE
8,5 - 12,3 - - - -
NOTES TO THE PROFIT HISTORY:
1. THE PROFIT HISTORY AS SET OUT ABOVE IS BASED ON THE PRO FORMA PROFIT HISTORY
OF THE SEKUNJALO GROUP COMPILED BY THE INDEPENDENT REPORTING ACCOUNTANTS AS SET
OUT IN APPENDIX 2 TO THE PROSPECTUS, AND HAS NOT BEEN ADJUSTED AND IS
REFLECTIVE OF THE AGGREGATED RESULTS OF THE COMPANIES IN THE SEKUNJALO GROUP.
2. THE FORECAST INCOME STATEMENT EQUITY ACCOUNTS LEISURENET (9,2% DIRECT
ECONOMIC INTEREST) FROM THE DATE OF ACQUISITION OF THE DIRECT INVESTMENT IN
LEISURENET, BEING 15 JANUARY 1999, TO 31 AUGUST 1999 AND THE PRO FORMA FORECAST
INCOME STATEMENT EQUITY ACCOUNTS LEISURENET FROM 1 SEPTEMBER 1998 TO 31 AUGUST
1999.
3. THE DECREASE IN PRO FORMA OPERATING INCOME FROM 1997 TO 1998 PRIMARILY
OCCURRED DUE TO SUBSTANTIAL START-UP COSTS BEING INCURRED BY PATHNET. THIS IS
ATTRIBUTABLE TO THE PLANNING, DEVELOPMENT AND COMMISSIONING OF PATHNET'S
NATIONAL LABORATORY INFRASTRUCTURE AND RUNNING COSTS INCURRED PRIOR TO
MEANINGFUL MARKET PENETRATION.
THE LOSS AFTER TAX WAS APPROXIMATELY R7,7 MILLION AND THE START-UP COSTS WERE
APPROXIMATELY R6,6 MILLION.
4. NO DIVIDENDS HAVE BEEN DECLARED FOR THE PERIODS REFERRED TO ABOVE.
5. PURPOSES OF THE OFFERS AND THE LISTING
THE MAIN PURPOSES OF THE OFFERS AND THE LISTING ARE:
- TO INCREASE THE CAPITAL BASE OF SEKUNJALO;
- TO PROVIDE SEKUNJALO WITH A FURTHER SOURCE OF CAPITAL TO FACILITATE FUTURE
ORGANIC AND ACQUISITIVE GROWTH;
- TO AFFORD SELECTED FINANCIAL INSTITUTIONS AND ASSOCIATES OF SEKUNJALO THE
OPPORTUNITY TO PARTICIPATE DIRECTLY IN THE EQUITY AND FUTURE GROWTH OF
SEKUNJALO;
- TO ENHANCE INVESTOR AND GENERAL PUBLIC AWARENESS OF SEKUNJALO;
- TO FURTHER PROMOTE EMPOWERMENT, BOTH IN SEKUNJALO'S SHAREHOLDER BASE AND AT
GRASSROOTS LEVEL THROUGH THE SEKUNJALO EMPOWERMENT OFFER; AND
- TO ASSIST SEKUNJALO IN ATTRACTING AND RETAINING HIGHLY-SKILLED STAFF AND TO
ALLOW THE EMPLOYEES OF THE SEKUNJALO GROUP THE OPPORTUNITY TO PARTICIPATE IN
ITS FUTURE GROWTH.
THE PROCEEDS OF THE OFFERS AND THE PRIVATE PLACEMENT WILL BE UTILISED TO ENABLE
SEKUNJALO TO FOLLOW ITS RIGHTS FOR APPROXIMATELY R18,9 MILLION IN RESPECT OF
THE R140 MILLION LEISURENET RIGHTS OFFER ANNOUNCED ON 12 MARCH 1999, TO PROVIDE
CAPITAL FOR FUTURE ACQUISITION AND EXPANSION OPPORTUNITIES WHICH ARE EXPECTED
TO ARISE AND TO DEFRAY THE EXPENSES OF THE LISTING.
6. DIRECTORS
THE FULL NAMES, AGES, NATIONALITIES (IF NOT SOUTH AFRICAN) AND ADDRESS OF THE
DIRECTORS OF SEKUNJALO ARE SET OUT BELOW:
NAME (AGE) ADDRESS
EXECUTIVE DIRECTORS
DR. MOHAMED IQBAL SURVE (36)
(CHIEF EXECUTIVE OFFICER) 70 ROSMEAD AVENUE, KENILWORTH, 7700
MOHAMED YUSUF KAJEE (44)
(FINANCIAL DIRECTOR) 70 ROSMEAD AVENUE, KENILWORTH, 7700
MARY-JANE MORIFI (37) 70 ROSMEAD AVENUE, KENILWORTH, 7700
NON-EXECUTIVE DIRECTORS
ADVOCATE WALLACE AMOS MGOQI (50)
(CHAIRPERSON) 26 VREDENBERG CLOSE, KLEINBOSCH, PAROW, 7500
DIANNE CASE (43) 10 DEVONSHIRE ROAD, WYNBERG, 7800
DINES CHANDRA MANILAL GIHWALA (45) 2ND FLOOR, KISMET PLAZA, OLD KLIPFONTEIN
ROAD, ATHLONE, 7784
MARK PETER HEERDEN (39) * 70 ROSMEAD AVENUE, KENILWORTH, 7700
ZOLISWA KOTA (43) 7 HELDERSIG, THORNTON, 7640
SELWYN ROY LEWIS (49) 70 ROSMEAD AVENUE, KENILWORTH, 7700
PROFESSOR LIEB JOHANNES LOOTS (49) 70 ROSMEAD AVENUE, KENILWORTH, 7700
DAVID MORRIS NUREK (49) NORWICH ON ST GEORGES, 9 ST GEORGES MALL, CAPE
TOWN, 8001
KEVIN CHARLES PATEL (45) QUAY 7, EAST PIER, WATERFRONT, CAPE TOWN, 8001
KEITH BETHEL ROMAN (51) 49 INNIS ROAD, WYNBERG, 7800
RASHID AHMED SERIA (49) 17 JUPITER ROAD, SURREY ESTATE, 7764
DR. CYRIL OSCAR MOTLATSI SETSUBI (35) 73 SIXTH AVENUE, RONDEBOSCH EAST, 7780
ARON JOHANNES SNYDERS (64) RONETTE, 30 LOTUS ROAD, LANSDOWNE, 7780
* BRITISH.
7. UNDERWRITING AND MINIMUM SUBSCRIPTION
THE PREFERENTIAL OFFER HAS NOT BEEN UNDERWRITTEN AND THERE IS NO MINIMUM AMOUNT
WHICH, IN THE OPINION OF THE DIRECTORS, MUST BE RAISED BY THE ISSUE OF B
ORDINARY SHARES.
8. PROSPECTUS
COPIES OF THE PROSPECTUS MAY BE OBTAINED DURING BUSINESS HOURS FROM WEDNESDAY,
14 APRIL 1999 UNTIL FRIDAY, 21 MAY 1999 FROM:
- STANDARD CORPORATE AND MERCHANT BANK, GROUND FLOOR, 3 SIMMONDS STREET,
JOHANNESBURG, 2001;
- SEKUNJALO INVESTMENTS LIMITED, 70 ROSMEAD AVENUE, KENILWORTH, 7700;
- FISHER HOFFMAN SITHOLE, CHARTERED ACCOUNTANTS (SA), 5TH FLOOR, LETTERSTEDT
HOUSE, NORWICH ON MAIN, MAIN ROAD, NEWLANDS, 7700;
- SONNENBERG HOFFMANN & GALOMBIK INC., NORWICH ON ST GEORGES, 9 ST GEORGES
MALL, CAPE TOWN, 8001;
- VIJAY MOODALEY ATTORNEYS, 167 KROMBOOM ROAD, CRAWFORD, 7764;
- OPTIMUM REGISTRARS (PROPRIETARY) LIMITED, 4TH FLOOR, EDURA HOUSE, 41 FOX
STREET, JOHANNESBURG, 2001;
- STANDARD EQUITIES (PROPRIETARY) LIMITED, 3 SIMMONDS STREET, JOHANNESBURG,
2001 AND 6TH FLOOR, STANDARD BANK CENTRE, HEERENGRACHT, CAPE TOWN, 8001;
- LEGAE SECURITIES (PROPRIETARY) LIMITED, 6TH FLOOR, THE STOCK EXCHANGE, 17
DIAGONAL STREET, JOHANNESBURG, 2001; AND
- ALL BROKING MEMBERS OF THE JSE.
FOR THE PURPOSES OF THE SEKUNJALO EMPOWERMENT OFFER, COPIES OF THE SEKUNJALO
PROSPECTUS ARE OBTAINABLE AT REQUEST FROM THE ENQUIRIES COUNTER AT THE
FOLLOWING
BRANCHES OF THE STANDARD BANK OF SOUTH AFRICA LIMITED ("STANDARD BANK") UNTIL
FRIDAY, 21 MAY 1999.
MERCHANT BANK
SCMB
STANDARD CORPORATE AND MERCHANT BANK
(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
(REGISTRATION NUMBER 62/00738/06)
CORPORATE ADVISER
SEKUNJALO CAPITAL (PROPRIETARY) LIMITED
(REGISTRATION NUMBER 98/19320/07)
JOINT ATTORNEYS
SONNENBERG HOFFMANN & GALOMBIK INC.
(REGISTRATION NUMBER 93/00565/21)
JOINT SPONSORING BROKERS
STANDARD EQUITIES (PTY) LIMITED
(REGISTRATION NUMBER 72/08305/07)
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
AUDITORS AND REPORTING ACCOUNTANTS
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