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IFC - IFCA Tech - General Issue of Shares for Cash, Potential Change In Control
and Mandatory Offer, Associated Directors Dealings and Renewal of Cautionary
Announcement
IFCA TECHNOLOGIES LIMITED
Incorporated in the Republic of South Africa)
(Registration number 2006/030759/06)
Share code: IFC ISIN: ZAE000088555
("IFCA Tech" or "the company")
GENERAL ISSUE OF SHARES FOR CASH, POTENTIAL CHANGE IN CONTROL AND MANDATORY
OFFER, ASSOCIATED DIRECTORS DEALINGS AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
GENERAL ISSUE OF SHARES FOR CASH
Following the cautionary announcement published on SENS on 26 November 2010, the
board is pleased to announce that the Company has issued 20 000 000 shares for
cash at 6.9 cents per share at a 10% discount to the 30 day VWAP of the company
at the date the shares were agreed to be issued, totalling R1 380 000. The cash
will be used to settle outstanding creditors and for operating costs of the
company. The board has approved the issue of up to 57 500 000 to Decaweb
Investments (Proprietary) Limited and its associates ("Decaweb") and will apply
for the listing of the remaining 37 500 000 shares upon receipt of the balance
of the funds amounting to R2 587 500 in January 2011 in the event that Decaweb
does not acquire additional shares from Kutana Investments (Proprietary) Limited
("Kutana") as further detailed below. Neither Decaweb, nor any of its
associates, are related parties to the company.
The issue of shares for cash is under the company`s general authority which
authority was resolved at the company`s annual general meeting held on 02 August
2010. The issue of the initial 20 000 000 shares will be effective on or about
30 December 2010.
PRO FORMA FINANCIAL EFFECTS
The table below summarises the pro forma financial effects of the issue of 20
000 000 shares for cash at 6.9 cents on the published unaudited results of IFCA
Tech for the unaudited interim period ended 30 June 2010, as though the issue
had been in effect from 01 January 2010 for income statement purposes and at 30
June 2010 for balance sheet purposes.
The pro forma financial effects, which are the responsibility of the directors,
have been prepared for illustrative purposes only and, due to their nature, may
not fairly present IFCA financial position, changes in equity, results of
operations or cash flows.
Published Pro forma 30 Percentage
Unaudited 30 June 2010 change %
June 2010 After
Before
Loss per ordinary -1.19 -0.99 16.58%
share (cents)
Headline loss per -1.19 -0.99 16.58%
ordinary share
(cents)
Net asset value 6.62 6.66 0.62%
per share (cents)
Net tangible asset -2.80 -1.36 51.34%
value per share
(cents)
Weighted average 100 662 983 120 662 983 19.87%
shares in issue
Shares in issue at 115 000 000 135 000 000 17.39%
period end
Assumptions:
1. The "Before" column is extracted from the unaudited results for the six
months ended 30 June 2010 as published on SENS.
2. The "After" Column assumes the following:
- For income statement purposes, it is assumed that the R1 380 000 was
received on 01 January 2010 and was applied to reduce creditors. Thus
no interest received has been assumed nor any costs associated with
the issue have been assumed as these costs are immaterial and limited
to share issue costs and JSE Listings fees. The issue of 20 000 000
new shares has been assumed as at 01 January 2010 for purposes of
these pro formas.
- For balance sheet purposes the issue of 20 000 000 new shares has been
assumed as at 30 June 2010 and the cash proceeds have been applied to
the reduction of trade creditors.
CHANGE IN CONTROL
In addition to the new issue of shares for cash above, Kutana has sold 6 777 000
shares it owns in IFCA Tech for a cash consideration of 6.9 cents per share and
is in the process of selling all or a portion of the balance of its shareholding
in IFCA, comprising a further 19 233 000 shares at 6.9 cents, subject to these
shares being released to Kutana for sale by the original sellers in Malaysia.
The new issue of shares, together with the sale of shares by Kutana and/or
further issue of shares for cash as mentioned above, will cause Decaweb to hold
more than 35% of IFCA, which will constitute an "affected transaction" in terms
of the Securities Regulation Panel ("SRP") Code. Decaweb or an associate
thereof, as a consequence, is obliged to make a mandatory offer to the other
shareholders of IFCA Tech on comparable terms and conditions as those relating
to the issue of new shares by IFCA at 6.9 cents, together with the sale of the
shares by Kutana at 6.9 cents per share. Decaweb did not hold any shares in
IFCA prior to this acquisition of shares.
The Company is in the process of drafting a circular to shareholders which will
include the details of the change in control and mandatory offer to minorities
in terms of Rule 8.1 of the SRP Code at 6.9 cents.
Decaweb has expressed its intention to nominate two directors to the board of
IFCA. A further announcement will be made in due course.
DIRECTOR`S DEALINGS
Thoko Mokgosi-Mwantembe is a shareholder in Kutana and the Chairperson of IFCA
Tech and accordingly, in compliance with paragraphs 21.28 and 3.63 - 3.74 of the
JSE Listings Requirements, is required to disclose her dealings in the
securities of the company as a result of this transaction as follows:
Name: Thoko Mokgosi-Mwantembe
Company: Kutana Investment Group Limited
Class of securities: Ordinary shares
Number of securities: 5 760 450
Price: 6.9 cents per share
Total value of R397 471.05
transaction:
Nature of transaction: Sale
Nature of interest: Indirect beneficial
Extent of interest: 5.01%
How traded: Off market
Clearance obtained: Yes
A further dealings announcement will be made once the balance of the shares are
sold and transferred by Kutana.
RENEWAL OF CAUTIONARY
Shareholders are advised to continue to exercise caution until a further
announcement is made regarding either the issue of the remaining balance of 37
500 000 shares in January 2011 and associated pro forma financial effects or the
sale of the remaining interest in IFCA by Kutana, either of which is expected to
cause Decaweb and/or its associates and concert parties to breach the 35%
shareholding level and trigger a mandatory offer.
Johannesburg
7 January 2011
Designated Advisor
Arcay Moela Sponsors
(Proprietary) Limited
Date: 10/01/2011 09:55:01 Supplied by www.sharenet.co.za
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