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VUN - Vunani Limited - Information Relating to the Debt Restructuring, a
Renounceable Claw-Back Offer and Withdrawal of the Cautionary Announcement
VUNANI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
JSE code: VUN
ISIN: ZAE000110359
("Vunani" or "the Company")
INFORMATION RELATING TO THE DEBT RESTRUCTURING, A RENOUNCEABLE CLAW-BACK OFFER
AND WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
DEBT RESTRUCTURING AND RENOUNCEABLE CLAW-BACK OFFER
Shareholders are referred to previous announcements, in particular those dated 1
July 2009 and 27 November 2009, and are advised that the restructuring of the
Company will be effected through a renounceable claw-back offer to Vunani
ordinary shareholders of 3 136 000 000 new ordinary shares at R0.10 per new
ordinary share ("the claw-back offer shares") in the ratio of 233.9317 claw-back
offer shares for every 100 Vunani shares held ("claw-back offer") on the record
date. The claw-back offer shares, once issued and listed, will rank pari passu
in all respects with the existing issued Vunani shares.
UNDERWRITING AND SUBSCRIPTION AGREEMENT ("Subscription Agreement")
In terms of the Subscription Agreement, Vunani Group (Proprietary) Limited
("Vunani Group"), the controlling shareholder of Vunani, has agreed, subject to
the terms and conditions contained therein, to subscribe for 3 136 000 000 new
ordinary shares for an aggregate amount of R313.6 million ("the subscription
amount") and such amount will be advanced to the company on or about 31 December
2009. Vunani, in turn, will issue and allot he claw-back offer shares (credited
as fully paid) to Vunani Group at an issue price of R0.10 per share. A
liquidity fee amounting to R1 072 500, being the equivalent of 0.34% of the
value of the subscription amount, will be paid to Vunani Group and will be
settled in cash.
PURPOSE OF THE CLAW-BACK OFFER AND UTILISATION OF THE PROCEEDS
The funds raised in terms of the claw-back offer will be used to repay debt
incurred by subsidiaries of Vunani.
CONDITIONS PRECEDENT
The claw back offer is inter alia subject to the fulfilment of the following
conditions precedent:
- approval being obtained from the JSE for the listing of the letters of
allocation and the listing of the claw-back offer shares;
- the necessary approvals and registrations being obtained for the claw-back
offer circular and form of instruction from the Companies and Intellectual
Property Registration Office of South Africa;
- the waiver by the Securities Regulation Panel of any requirement for a
mandatory offer to shareholders as more fully set out in the circular to
shareholders dated 27 November 2009;and
- the fulfilment of the various conditions to the debt restructuring and debt
refinance agreements.
SALIENT DATES OF THE CLAW-BACK OFFER
The salient dates of the claw-back offer:
2009-2010
Last day to trade in Vunani shares in order Tuesday
to qualify to participate in the claw-back 22 December
offer (cum entitlement) on
Listing of letters of allocation on the JSE Wednesday
under JSE code VUNN and ISIN ZAE000143251 at 23 December
commencement of trading on
Vunani shares commence trading ex-rights on Wednesday 23 December
the JSE at commencement of trading on
Record date for participation in the claw- Wednesday 30 December
back offer at the close of trade on
Cash received and issue of shares to Vunani Thursday 31 December
Group (Pty) Limited
Claw-back offer circular and form of Thursday 31 December
instruction posted to shareholders, where
applicable, on
Claw-back offer opens at commencement of Thursday 31 December
trading on
Accounts of dematerialised shareholders at Thursday 31 December
their CSDP or broker automatically credited
with their entitlements on
Certificated shareholders` entitlements will Thursday 31 December
be credited to an account held with the
transfer secretaries on
Last day to trade in Letters of Allocation Friday 15 January
on the JSE on
Claw-back offer closes at 12h00 - payments
to be made and form of instruction in Friday 22 January
respect of letters of allocation lodged by
certificated shareholders by 12:00 on
Record date for letters of allocation on Friday 22 January
Entitlements in terms of the claw-back offer Monday 25 January
available on
Claw-back offer shares issued and share Monday 25 January
certificates posted to holders of
certificated shares on or about
CSDP/broker accounts in respect of holders Monday 25 January
of dematerialised shareholders debited and
updated on (see note 5)
Results of claw-back offer announcement Monday 25 January
released on SENS on or about
CSDP/broker accounts in respect of holders Monday 25 January
of dematerialised shareholders debited with
the relevant costs and updated with shares
in respect of excess shares allocated (if
applicable) on or about
Refund cheques in respect of excess Tuesday 26 January
applications, where applicable, will be
posted to certificated shareholders on or
about
Claw-back shares issued and share Tuesday 26 January
certificates in respect of excess shares
allocated, if applicable, posted to holders
of certificated shares on or about
Notes:
1. Dematerialised shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the claw-back offer in the manner and
time stipulated in the agreement governing the relationship between the
shareholder and his CSDP or broker.
2. All times indicated are South African times unless otherwise stated.
3. Share certificates may not be dematerialised or rematerialised between
Wednesday, 23 December 2009 and Wednesday, 30 December 2009, both days
inclusive.
4. The CSDP / broker accounts of dematerialised shareholders will be
automatically credited with new Vunani shares to the extent to which they
have accepted the claw-back offer. Vunani share certificates will be
posted, by registered post at the shareholders` risk, to certificated
shareholders in respect of the claw-back offer shares which have been
accepted.
5. CSDPs or brokers effect payment in respect of dematerialised shareholders
on a delivery versus payment method.
FINANCIAL EFFECTS OF THE RESTRUCTURING AND THE CLAW-BACK OFFER
The table below sets out the unaudited pro forma financial effects of the
restructuring and the claw-back offer based on the company`s unaudited interim
results for the six months ended 30 June 2009 and are presented in a manner
consistent with the format and accounting policies adopted by the company. The
unaudited pro forma financial effects are presented for illustrative purposes
only and because of their nature may not give a fair reflection of the company`s
financial position after the restructuring and the claw-back offer. It has been
assumed for purposes of the pro forma financial effects that the restructuring
and the claw-back offer took place on 30 June 2009 for balance sheet purposes
and at 1 January 2009 for income statement purposes. The pro forma financial
effects are the responsibility of the directors of Vunani.
Notes Unaudited Pro %
Before forma Chang
the claw- After e
back the
offer claw-
back
offer
Basic (loss) per share (cents) 2 (4.24) (0.19) 95.6
Diluted (loss) per share 2 (4.24) (0.19) 95.6
(cents)
Headline (loss) per share (3.18) (0.09) 103.0
(cents)
Diluted headline (loss) per 2 (3.18) (0.09) 103.0
share (cents)
Net asset value per share 3 8.8 9.8 11.3
(cents)
Tangible net asset value per 3 2.4 8.1 242.9
share (cents)
Issued shares (`000) 1 176 444 4 457 278.9
824
Weighted average number of 1 176 444 4 457 278.9
shares in issue - diluted and 824
undiluted (`000)
Notes:
1 The "Unaudited Before the renounceable claw-back offer" column information
has been extracted from the company`s unaudited interim results for the six
months ended 30 June 2009.
2. The effects relating to basic loss, diluted loss, headline loss and diluted
headline loss per share are based on the following assumptions and
information:
- the claw-back offer and the major terms and conditions pertaining to
the debt restructure were effective 1 January 2009;
adjustments have been made to reflect the benefit (interest saved)
derived from the claw-back offer and debt restructure; in terms of the
"Guide on Pro Forma Financial Information" issued by the South African
Institute of Chartered Accountants dated September 2005. Interest
savings on the existing financial liabilities amounts to R21.7 million
at an average rate of 12.7%. The net interest saving after tax is
expected to have a continuing effect on the income statement. The
basic and diluted loss per share, when taking into account the
continuing effects of the claw back offer would amount to 0.70 cents
per share loss. The headline and diluted headline loss per share, when
taking into account the continuing effects of the claw back offer
would amount to 0.42 cents per share loss.
- In addition, as contained in the debt restructure agreements, an earn-
in fee previously charged, amounting to R26.7 million has been
reversed. The net result of this reversal is a once-off effect (non-
continuing) on the income statement. The above results in a total
saving before tax of R48.4 million.
3. The effects relating to the balance sheet are based on the following
assumptions and information:
- the claw-back offer was effective 30 June 2009;
- the actual number of shares in issue will increase by 3 281 380 000 as
a result of the claw-back offer and the issue of 145 380 000 shares to
advisers in settlement of their fees;
- an amount of R313.6 million was received in terms of the 3 136 000 000
claw-back shares issued which has been used to redeem debt. Expenses
relating to the claw-back offer amounting to R2.7 million will be paid
in cash. The balance of the claw-back offer expenses amounting to
R14.5 million will be settled through the issue of Vunani shares to
advisers per above;
- the share premium account will increase by R310.9 million as a result
of the claw-back offer after the write-off of the claw-back offer and
debt restructure expenses totalling R17.2 million;
- other financial liabilities will decrease by R340.3 million as a
result of the debt restructure of R313.6 million and the write-back of
an earn-in fee of R26.7million. The write-back of the earn-in fee
resulted in an increase in deferred tax of R3.7 million and a decrease
in the opening accumulated loss of R22.9 million.
EXCESS SUBSCRIPTIONS
Excess subscriptions are permitted and there is no minimum subscription.
JURISDICTION
The claw-back offer Shares will not be registered for purposes of the claw-back
soffer with the Securities and Exchange Commission, Washington D.C., the
Canadian Provincial Securities Commission, or the Australian Securities
Commission under the Australian Corporation Law, as amended. Accordingly, the
claw-back offer will not be made to or be open for acceptance by persons with
registered addresses in the United States of America or any of its territories,
dependencies, possessions or commonwealths or in the District of Columbia or in
the Dominion of Canada or in the Commonwealth of Australia, its states,
territories or possessions. The CSDP or broker will ensure that where such
persons are holding Vunani shares in dematerialised form they adhere to the
above restrictions.
CIRCULAR TO SHAREHOLDERS
A circular, containing full details of the claw-back offer, is currently being
prepared and will be sent to shareholders on or about Thursday, 31 December
2009.
WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
Pursuant to this announcement, the cautionary announcement is hereby withdrawn.
Johannesburg
9 December 2009
Independent Financial Adviser to Vunani
Rand Merchant Bank
(A division of FirstRand Bank Limited)
Independent Lead Designated Adviser
Grindrod Bank Limited
Corporate Adviser and Joint Designated Adviser
Vunani Corporate Finance
Legal adviser to the restructuring
Edward Nathan Sonnenbergs
Legal adviser to the claw-back offer
Fluxmans Inc.
Date: 09/12/2009 13:01:54 Supplied by www.sharenet.co.za
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