Wrap Text
LABAT AFRICA LIMITED
(FORMERLY ACREM HOLDINGS LIMITED)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA ON 21 APRIL 1986)
(REGISTRATION NUMBER 86/01616/06)
("THE COMPANY" OR "LABAT AFRICA")
ABRIDGED PRE-LISTING STATEMENT OF LABAT AFRICA
(PREPARED IN TERMS OF THE LISTINGS REQUIREMENTS OF THE JOHANNESBURG STOCK
EXCHANGE)
THE ABRIDGED PRE-LISTING STATEMENT SET OUT BELOW IS NOT AN INVITATION TO THE
PUBLIC TO SUBSCRIBE FOR SHARES IN LABAT AFRICA. THE INFORMATION IS PROVIDED IN
TERMS OF THE LISTINGS REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE ("THE
JSE") WITH REGARD TO ABRIDGED PRE-LISTING STATEMENTS AND HAS BEEN EXTRACTED
FROM THE DETAILED PRE-LISTING STATEMENT OF LABAT AFRICA WHICH IS AVAILABLE FOR
INSPECTION AS SET OUT BELOW ("THE DETAILED PRE-LISTING STATEMENT").
1. NATURE OF BUSINESS AND PROSPECTS
LABAT AFRICA CONDUCTS THE FOLLOWING BUSINESS:
1.1 LABAT AFRICA IS A PREDOMINANTLY BLACK-OWNED AND MANAGED BUSINESS SOLUTIONS
PROVIDER FOCUSED ON THE PUBLIC SECTOR. FROM ITS ORIGINS IN PUBLIC SECTOR
CONSULTING, LABAT AFRICA HAS DIVERSIFIED INTO ALLIED FIELDS AND TODAY OPERATES
AS AN UMBRELLA FOR AFRICAN ENTREPRENEURS, LINKING SMALL AND MEDIUM-SIZED
BLACK-OWNED BUSINESSES INTO A POWERFUL NETWORK OF BUSINESS SOLUTIONS PROVIDERS,
WHILE OFFERING INVESTMENT EXPOSURE TO TARGETED HIGH-GROWTH BUSINESS SECTORS
SUCH AS TELECOMMUNICATIONS, IT, FINANCIAL SERVICES AND FRANCHISING.
1.2 LABAT AFRICA OFFERS A NEW PARADIGM OF MANAGING CHANGE IN AFRICA, MODELLED
AROUND THE "VIRTUAL BUSINESS" CONCEPT WHERE A RELATIVELY SMALL HEAD OFFICE IS
ABLE TO OFFER A WIDE RANGE OF SERVICES AND PRODUCTS BY FORMING A LATTICE-WORK
OF ALLIANCES, PARTNERSHIPS AND NETWORKS.
1.3 THE METHODOLOGIES AND TECHNOLOGIES EMPLOYED BY LABAT AFRICA HAVE BEEN
PROVEN IN MORE THAN 30 AFRICAN COUNTRIES, INCLUDING SOUTH AFRICA. THE GROUP HAS
GROWN AT A RAPID PACE OVER THE LAST TWO YEARS AND NOW ENCOMPASSES FOUR CORE
DIVISIONS:
- CONSULTING, TRAINING AND COMMERCIAL SERVICES, SERVICING PUBLIC SECTOR CLIENTS
WITH SOLUTIONS UNIQUELY GEARED TO AFRICA'S PUBLIC SECTOR TRANSFORMATION NEEDS
AND EMBRACING OUTSOURCING, INTERIM MANAGEMENT AND PERSONNEL PLACEMENT;
- FINANCIAL SERVICES, OFFERING A RANGE OF CUSTOMISED FINANCIAL ADVISORY
SERVICES TO BOTH PUBLIC AND PRIVATE SECTOR CLIENTS EXPANDING IN THE NEAR FUTURE
INTO MICRO-LENDING AND THE BROADER FIELD OF INVESTMENT, MERCHANT BANKING AND
ASSET MANAGEMENT;
- INFORMATION TECHNOLOGY, ENCOMPASSING BOTH IT SOLUTIONS AND OUTSOURCING; AND
TELECOMMUNICATIONS, BROADCASTING, MULTIMEDIA AND REMOTE DELIVERY OF TRAINING
AND EDUCATION.
1.4 THESE FOUR CORE DIVISIONS REPRESENT A NATURAL OUTGROWTH OF THE GROUP'S
ORIGINS IN MANAGEMENT CONSULTANCY, AS PERFORMANCE IMPROVEMENT ASSIGNMENTS
TYPICALLY INVOLVE THE TRAINING OF PERSONNEL, INSTALLATION OF NEW TECHNOLOGIES,
FINANCIAL RESTRUCTURING AND ADVISORY SERVICES, AND COMMERCIAL SERVICES.
1.5 THE FUTURE GROWTH OF LABAT AFRICA WILL BE CONSISTENT WITH ITS OVERALL GOAL
OF PROVIDING TRANSFORMATION SOLUTIONS TO PUBLIC SECTOR CLIENTS, WHILE SEEKING
ACQUISITIONS IN TARGETED HIGH-GROWTH SECTORS WHERE THE GROUP BELIEVES IT CAN
ADD SUBSTANTIAL VALUE AS BOTH INVESTOR AND ADVISOR.
1.6 WHILST LABAT AFRICA CURRENTLY DERIVES A LARGE PORTION OF ITS INCOME FROM
MANAGEMENT CONSULTING, THIS PROPORTION IS EXPECTED TO DECLINE COMMENSURATE WITH
THE GROWTH IN THE FLEDGLING IT, FINANCIAL SERVICES AND COMMUNICATIONS
DIVISIONS. MANAGEMENT CONSULTING HAS PROVED TO BE A CAPTIVE SOURCE OF NEW
OPPORTUNITIES FOR THESE FLEDGLING DIVISION WHICH ARE EXPECTED TO GENERATE AN
INCREASING PROPORTION OF TRANSACTION-BASED AND ANNUITY INCOME.
2. SHARE CAPITAL
AUTHORISED R'000
300 000 000 ORDINARY SHARES OF 1 CENT EACH 3 000
ISSUED
182 721 331 ORDINARY SHARES OF 1 CENT EACH 1 827
SHARE PREMIUM 79 247
81 074
3. FINANCIAL INFORMATION
3.1 THE SALIENT PRO FORMA FINANCIAL INFORMATION PRESENTED BELOW SHOULD BE READ
IN CONJUNCTION WITH PARAGRAPHS 5 AND 6 OF THE PRE-LISTING STATEMENT:
3.1.1 FORECAST EARNINGS
FORECAST
YEARS ENDING FEBRUARY
2000 2001 2002
R'000 R'000 R'000
ATTRIBUTABLE EARNINGS (R'000) 14 567 24 063 32 430
WEIGHTED AVERAGE SHARES IN ISSUE ("000) 144 110 182 721 182 721
EARNINGS PER SHARE (CENTS) 10,1 13,2 17,7
3.1.2 PRO FORMA NET ASSET VALUE AT 28 FEBRUARY 1999
- R'000 83 319
- SHARES IN ISSUE 182 721
- CENTS PER SHARE 45,6
3.2 IT IS PROPOSED THAT NO DIVIDENDS WILL BE CONSIDERED BY LABAT AFRICA UNTIL
THE GROUP HAS ACHIEVED A PROFIT HISTORY WHICH SATISFIES THE CRITERIA FOR A
TRANSFER FROM THE "VENTURE CAPITAL MARKET" SECTOR TO AN APPROPRIATE MAINBOARD
SECTOR OF THE JSE. IN THE INTERIM, ALL PROFITS GENERATED WILL BE RETAINED TO
FUND EXISTING AND FUTURE GROWTH AND DEVELOPMENT.
4. STOCK EXCHANGE LISTING
4.1 THE JSE HAS AGREED TO:
- AMEND THE LISTING OF THE COMPANY'S EXISTING 3 877 600 ORDINARY SHARES OF 20
CENTS EACH FOR THE SUBDIVISION INTO 19 388 000 SHARES OF 4 CENTS EACH AND THE
CHANGE OF NAME TO LABAT AFRICA LIMITED AND TO TRANSFER THE COMPANY'S SECTOR OF
LISTING UNDER THE ABBREVIATED NAME "LABAT" TO THE "VENTURE CAPITAL MARKET" OF
THE JSE LIST; AND
- GRANT A LISTING FOR 137 777 777 SUB-DIVIDED SHARES OF 4 CENTS EACH TO BE
ISSUED IN TERMS OF THE ACQUISITION OF THE LABAT BUSINESS, 21 388 887 SUBDIVIDED
SHARES OF 1 CENT EACH TO BE ISSUED FOR CASH IN TERMS OF SPECIFIC CASH ISSUES
AND 4 166 667 SUBDIVIDED SHARES OF 1 CENT EACH TO BE ISSUED TO THE LABAT AFRICA
SHARE INCENTIVE SCHEME, RESULTING IN 182 721 331 SUBDIVIDED SHARES OF 1 CENT
EACH (AFTER THE REDUCTION IN THE PAR VALUE OF EACH SUB-DIVIDED SHARE OF 4 CENTS
TO 1 CENT IN TERMS OF 1.3) BEING LISTED WITH EFFECT FROM THE COMMENCEMENT OF
BUSINESS ON MONDAY, 14 JUNE 1999.
4.2 ONLY NEW DOCUMENTS OF TITLE REFLECTING THE CHANGE OF NAME AND THE
SUBDIVISION WILL BE GOOD FOR DELIVERY ON THE JSE FROM THE COMMENCEMENT OF
BUSINESS ON MONDAY, 14 JUNE 1999.
4.3 INVESTMENT IN THE "VENTURE CAPITAL MARKET" OF THE JSE IS SPECULATIVE IN
NATURE AND IS MORE SUITABLE FOR INVESTORS WITH A HIGHER RISK PROFILE WILLING TO
ACCEPT THE RISKS INHERENT IN A DEVELOPING COMPANY WHICH DOES NOT HAVE A PROFIT
HISTORY WHICH SATISFIES THE CRITERIA FOR A MAINBOARD LISTING.
5 DIRECTORS, REGISTERED ADDRESS AND SECRETARY
5.1 THE DIRECTORS OF LABAT AFRICA ARE MANDLA "KA" SHABANGU (CHAIRMAN), BRIAN
VAN ROOYEN (CHIEF EXECUTIVE), CHARLES BECKER, THOZAMILE BOTHA, DAVID MICHIE,
CHRISTOPHER ROSHOLT, VICTOR LABAT, BARBARA MASEKELA, SEZEKE RENSBURG AND ISAAC
(CITY) SEROBE.
5.2 THE REGISTERED ADDRESS OF THE COMPANY IS GROUND FLOOR, PARKVIEW HOUSE,
CONSTANTIA PARK CENTRE, CORNER 14TH AVENUE AND HENDRIK POTGIETER ROAD,
WELTEVREDEN PARK 1709 (SUITE 248, PRIVATE BAG X09, WELTEVREDEN PARK 1715) AND
THE SECRETARY IS
M SENDER.
6 DETAILED PRE-LISTING STATEMENT
COPIES IN ENGLISH OF THE DETAILED PRE-LISTING STATEMENT OF LABAT AFRICA AND ALL
DOCUMENTS FOR INSPECTION REFERRED TO IN SUCH PRE-LISTING
STATEMENT ARE AVAILABLE DURING NORMAL BUSINESS HOURS AT THE REGISTERED OFFICES
OF THE COMPANY REFERRED TO ABOVE.
JOHANNESBURG
14 JUNE 1999
INVESTMENT BANK
PSG INVESTMENT BANK LIMITED
(REGISTRATION NUMBER 98/17396/06)
ATTORNEYS
FLUXMAN RABINOWITZ RAPHAELY WEINER ATTORNEYS
SPONSORING BROKER
IRISH & MENELL ROSENBERG (PROPRIETARY) LIMITED
(REGISTRATION NUMBER 98/14853/07)
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
CORPORATE ADVISER
LABAT FINANCIAL SERVICES
(A DIVISION OF LABAT ANDERSON (SA) (PROPRIETARY) LIMITED)
(REGISTRATION NUMBER 86/01616/06)
AUDITORS AND REPORTING ACCOUNTANTS
KMMT BREY
WESTERN CAPE INC
CHARTERED ACCOUNTANTS (SA)