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IMU - Imuniti Holdings Limited - Specific and general issue of shares for cash
and proposed waiver of an offer to minority shareholders
IMUNITI HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2004/002282/06)
(JSE Code: IMU & ISIN: ZAE000089199)
("Imuniti" or "the Company")
CONDITIONAL SPECIFIC ISSUE OF SHARES FOR CASH AND PROPOSED WAIVER OF AN OFFER TO
MINORITIES, ISSUE OF SHARES UNDER THE GENERAL AUTHORITY TO ISSUE SHARES FOR
CASH, APPOINTMENT OF DIRECTORS, WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT AND DATE
OF RECONVENED ANNUAL GENERAL MEETING
SPECIFIC AND GENERAL ISSUE OF SHARES FOR CASH AND PROPOSED WAIVER OF AN OFFER TO
MINORITY SHAREHOLDERS
Shareholders are advised that Imuniti has received four separate offers to
subscribe for a combined total of 400 000 000 new shares at 3 cents each,
comprising the unissued share capital of 355 000 000 shares and a further 45 000
000 shares once the authorised share capital of Imuniti has been increased. The
offers have been received from the following parties, of which two are related
parties as defined in the JSE Listings Requirements to the company as detailed
below:
Name of subscriber Status Number of shares
BBE Family Trust Related party - material 100 000 000
shareholder
Kingfisher Non-related party 100 000 000
Discretionary Trust
Molefe Family Trust Non-related party 100 000 000
Ellis Family Trust Related party - material 100 000 000
shareholder
The issue price of 3 cents represents a discount of approximately 7.8% from the
30 day Volume-Weighted-Average-Price at the date that the price was agreed
between the parties.
The above issue of shares will raise R12 million for the company and is regarded
as a rescue operation. In addition, if the BBE Family Trust and the Ellis
Family Trust are deemed to be acting in concert ("concert parties"), the issue
of shares above will cause the concert parties to exceed a combined shareholding
of 35%. Accordingly, the company has approached the Securities Regulation Panel
for dispensation from making an offer in terms of Rule 8.7 of the SRP Code.
The SRP has advised that it is willing to consider an application to grant a
dispensation to the concert parties in terms of the Code, which would have the
effect of releasing the concert parties from any obligation to make a mandatory
offer in terms of Rule 8.1 of the Code.
Prior to granting a dispensation in terms of the Code, the SRP will consider any
objections or representations (if any) made by parties as contemplated below.
1. Any interested party who wishes to object to the dispensation shall have 7
(seven) calendar days from the date of posting of the circular to
shareholders incorporating the waiver of an offer to minorities to raise
such an objection with the SRP. Objections should be made in writing and
addressed to the "Executive Director, Securities Regulation Panel" at any
one of the following addresses:
Physical Postal Fax
1st Floor, Building B PO Box 91833 +27 11 642 9284
Sunnyside Office Park Auckland Park
32 Princess of Wales 2006
Terrace
Parktown
2193
2. Objections should reach the SRP by no later than 7 (seven) calendar days
from the date of posting of the circular to shareholders which will be on
or about 18 May 2011 in order to be considered. Shareholders will be
notified of any changes to dates in relation to the posting of the
circular.
3. If any submissions are made to the SRP within the permitted timeframe, the
SRP will consider the merits thereof and, if necessary, provide the
objectors with an opportunity to make representations to the SRP.
Thereafter, the SRP will rule on the granting of the dispensation.
Of the above shares, 200 000 000 shares will be issued under a specific
authority to be approved by shareholders in general meeting whilst 200 000 000
shares will be issued under the Company`s general authority to issue shares for
cash, pursuant to the reconvening of the Annual General Meeting on a future date
to be announced.
The subscription agreements are subject to, inter alia, the following conditions
precedent:
* approval by the board of directors of Imuniti;
* the verification of certain assets and liabilities of the company;
* the SRP approves that shareholders waive the necessity to make an offer to
minorities or alternatively a white wash resolution in terms of rule 8.7 of
the SRP Code on Mergers and Acquisitions;
* JSE approval; and
* shareholder approval.
In addition, the subscribers have agreed to a lockup of the shares for a period
of one year from the date of the agreement save in the instance of a company
restructure.
Pursuant to these agreements, new appointments to the board of directors of
Imuniti are set out below.
A circular, detailing the specific issue of shares for cash, incorporating a
waiver of an offer to minorities and containing a notice of general meeting,
will be forwarded to shareholders in due course.
APPOINTMENT OF DIRECTORS
In terms of paragraph 3.59 of the JSE Limited ("JSE") Listings Requirements,
Imuniti is pleased to advise shareholders of the following Board appointments
with immediate effect:
Mr Henk van der Merwe as Chief Executive Officer.
Mr Van Der Merwe has a B.Com (Hons) (Acc)(Cum Laude) degree from Pretoria
University and is a Chartered Accountant. He worked as a merchant banker
(Corporate Finance Field) for 13 years in both South Africa and the United
Kingdom, including four years as founder and approved executive at Exchange
Sponsors (Proprietary) Limited. He served the last four years as Chief
Operating Officer and Group Financial Director of Stratcorp Limited, a company
listed on the Alternative Exchange of the JSE.
Mr Van Der Merwe is joining the board as Chief Executive Officer in conjunction
with the subscription for shares by the Kingfisher Discretionary Trust as
detailed above.
Ms Jenny Etchells as an independent non-executive director.
Ms Etchells has an Honours degree in Bachelor of Accounting Science obtained at
UNISA. In addition, she has a Masters degree in Commerce (Accounting), a
Postgraduate degree in Advanced Taxation and is a Chartered Accountant. She
worked in, and managed, various accounting practices, including being a director
of BDO Spencer Steward (KZN) Inc. She served the last two years as Group
Financial Director of Argent Industrial Limited, a company listed on the JSE.
Mr Glen Wambach as an independent non-executive director.
Mr Wambach has completed a number of courses in the medical field. He has spent
his entire working career in the medical and pharmaceutical industry. He is
currently employed with Old Mutual Healthcare.
Mr Wambach will be appointed as Chairman of the board of Imuniti.
Further appointments to the board will be made in due course.
Financial effects
The pro forma financial effects are the responsibility of the Company`s
directors and have been prepared for the purposes of illustrating how the issue
of shares for cash would have affected the financial results and position of
Imuniti for the historical financial period indicated on a pro forma basis.
The pro forma effects have been reflected as though the funds were received on 1
March 2010 for income statement purposes and as at 31 August 2010 for balance
sheet purposes. Accordingly, such effects do not necessarily represent a true
reflection of the financial effects of the general issue of shares for cash on
Imuniti`s balance sheet, results of operations, cash flow and statement of
changes in equity.
The table below sets out the unaudited pro forma financial effects of the issue
of the issue of 400 000 000 new shares on the earnings, headline earnings, net
asset value and tangible net asset value per Imuniti share:
Before After Change
(cents) (cents) (%)
Loss per share (cents) (0.26) (0.16) 38.06
Headline loss per share (cents) (0.26) (0.16) 38.06
Net asset value per share (cents) 1.63 1.97 20.69
Tangible net asset value per 0.61 1.21 98.61
share (cents)
Number of shares in issue (`000)
1 144 035 1 544 035 34.96
Weighted average shares in issue
(`000) 1 140 702 1 540 702 39.77
Notes:
1. The figures in the "before" column have been extracted from the unaudited
results of Imuniti for the six months ended 31 August 2010.
2. The figures in the "after" column demonstrate the impact of the issue of
the 400 000 000 shares and the receipt of the R12 000 000 cash.
3. The net asset value and net tangible asset value per share in the "after"
column have been adjusted to include the estimated share issue transaction
costs of R250 000 which have been written off against the share premium.
4. The earnings per share and fully diluted earnings per share in the "after"
column have been adjusted to reflect a saving in interest payments of R378
600, being the actual interest charge in the six months ended 31 August
2010. No interest received on the excess funds has been assumed. No
taxation adjustment has been assumed as there was no taxation charge or
credit in the income statement for the six months ended 31 August 2010 due
to the assessed losses in the company.
WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the cautionary announcements made on the 29 October
2010, 9 December 2010 and 20 January 2011, and are advised that they no longer
need to exercise caution in dealing with the shares of Imuniti in relation to
the prior cautionary announcements.
RECONVENED ANNUAL GENERAL MEETING
Following the reconstitution of the board of directors of Imuniti, a date for
the reconvening of the adjourned annual general meeting will be set and a notice
will be sent to shareholders in due course. The date will be announced on SENS
once the notice has been posted to shareholders.
DURBAN
4 March 2011
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Date: 04/03/2011 15:27:01 Supplied by www.sharenet.co.za
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