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SFH - SA French Limited - Finalisation announcement in respect of the rights
offer by SA French: Salient dates and times and updated pro forma financial
effects
SA FRENCH LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1982/009174/06)
Share code: SFH ISIN: ZAE000108890
("SA French")
FINALISATION ANNOUNCEMENT IN RESPECT OF THE RIGHTS OFFER BY SA FRENCH: SALIENT
DATES AND TIMES AND UPDATED PRO FORMA FINANCIAL EFFECTS
1. INTRODUCTION
1.1 Shareholders are referred to the announcement released on SENS on 16 March
2011 and the circular dated 1 April 2011 regarding, inter alia, a proposed
fully underwritten rights offer by SA French of 400 000 000 new ordinary
shares ("rights offer shares") to SA French shareholders recorded in the
register at the close of business on the initial record date (as detailed
in paragraph 2 below) at a subscription price of 5 cents per rights offer
share, in the ratio of 240 rights offer shares for every 100 SA French
shares held ("the rights offer").
1.2 SA French shareholders will have the right to apply for excess rights offer
shares in addition to their entitlement. Excess rights offer shares will
be allocated equitably by the board of directors, taking into account the
number of shares held by such shareholder prior to the excess allocation,
including those taken up in terms of the rights offer, and the number of
excess rights offer shares applied for by such shareholder.
The salient dates and times and updated pro forma financial effects of the
rights offer are as follows:
2. SALIENT DATES AND TIMES
Finalisation announcement released on SENS on Monday, 23 May
Last day to trade in SA French shares in order to Friday, 3 June
participate in the rights offer (cum rights) on
Listing and trading of letters of allocation on the Monday, 6 June
JSE on
SA French shares commence trading on the JSE ex-rights Monday, 6 June
offer entitlement at 09:00 on
Record date for purposes of determining shareholders Friday, 10 June
entitled to participate in the rights offer at the
close of business (initial record date) on
Rights offer opens at 09:00 on Monday, 13 June
Rights offer circular and forms of instruction posted Monday, 13 June
to shareholders, where applicable, on
Dematerialised shareholders will have their accounts Monday, 13 June
at their CSDP or broker automatically credited with
their letters of allocation on
Certificated shareholders on the register will have Monday, 13 June
their entitlement credited to an account held with the
transfer secretaries on
Last day to trade in letters of allocation on the JSE Friday, 24 June
at the close of business on
Maximum number of rights offer shares listed and Monday, 27 June
trading therein commences on the JSE on
Rights offer closes at 12:00 on (see note 1) Friday, 1 July
Record date for letters of allocation (final record Friday, 1 July
date) on
New SA French shares issued on Monday, 4 July
Results of rights offer announced on SENS on Monday, 4 July
Dematerialised shareholders` accounts updated and Monday, 4 July
debited with the cost of the take-up by their CSDP or
broker on
Certificates posted to certificated shareholders (in Monday, 4 July
respect of the rights offer shares) on or about
Dematerialised shareholders will have their accounts Wednesday, 6 July
at their CSDP or broker updated and debited in respect
of excess applications (if applicable) and
certificated shareholders will have share certificates
posted on or about
Refund cheques posted to certificated shareholders (if Wednesday, 6 July
applicable) on or about
Notes
1 Dematerialised shareholders are required to inform their CSDP or
broker of their instructions in terms of the rights offer in the
manner and time stipulated in the agreement governing the relationship
between the shareholder and its CSDP or broker.
2 Share certificates may not be dematerialised or rematerialised between
Monday, 6 June 2011 and Friday, 10 June 2011, both days inclusive.
3 Dematerialised shareholders will have their accounts at their CSDP or
broker automatically credited with their rights and certificated
shareholders will have their rights credited to a nominee account at
the transfer secretaries.
4 CSDPs effect payment in respect of dematerialised shareholders on a
delivery-versus-payment method.
3. PRO FORMA FINANCIAL INFORMATION
3.1 The preparation of the pro forma financial effects of the rights offer on
SA French is the responsibility of the directors.
3.2 The pro forma financial information should be read in conjunction with the
independent reporting accountant`s report thereon as set out in the
circular to be posted to shareholders, as detailed in paragraph 4 below.
3.3 The unaudited pro forma financial information has been prepared for
illustrative purposes only to provide information as to how the SA French
rights offer might have impacted on the financial position and results of
SA French assuming that the rights offer had been implemented on 31
December 2010 for purposes of compiling the statement of financial position
and on 1 July 2010 for purposes of compiling the statement of comprehensive
income. The unaudited pro forma financial information has been presented
for illustrative purposes only and, because of its nature, may not give a
fair reflection of SA French`s financial position and results after the SA
French rights offer.
Before Adjustments After the % Change
the for the corporate
rights corporate actions6
offer1 actions R`000
R`000 R`000
Headline loss per (8.12) (1.37) 83.12%
share (cents)
Basic loss per (8.00) (1.33) 83.38%
share (cents)
Net asset value 20.76 10.10 (51.35%)
per share (cents)
Net tangible 20.76 10.10 (51.25%)
assets value per
share (cents)
Weighted and 166 376 400 0003 566 376
actual number of
shares in issue
at the end of the
period (`000)
Notes and assumptions:
1 The amounts set out in the "Before the rights offer" column above have
been extracted from the published unaudited consolidated financial
results of the Group for the six months ended 31 December 2010.
2 400 million rights offer shares are assumed to be issued, at 5 cents
each, pursuant to the rights offer, thereby raising capital of R20
million.
3 It has been assumed that the net proceeds of the rights offer (after
deduction of estimated costs of R2.25 million, which include the
underwriting fee) have been used to repay bank overdrafts of R3.6
million, R6.5 million of interest-bearing loans, R5 million of
interest-bearing short-term debt and to provide working capital to the
Group.
4 Interest paid has been reduced as a result of the repayment of bank
overdrafts of R3.6 million, R6.5 million of interest-bearing loans and
R5 million of short-term debt. In calculating the interest saving,
the Group has assumed an average cost of debt of 9.57% in respect of
the bank overdrafts and 11.57% in respect of interest bearing debt,
applied throughout the period. It has been assumed that no interest
is earned on the balance of the proceeds applied to working capital.
5 There is no taxation effect on the reduction in interest paid or the
capital gain on the loans payable written off, as the Group`s computed
tax loss at 31 December 2010, even though it was not completely raised
as a deferred tax asset, is sufficient to be set-off against the
decreased interest expenditure and the capital gain.
6. The corporate actions include the impact of the rights offer as well
as an irrevocable undertaking by the lenders to write off an
additional R4.910 million of the combined amounts owed to them,
following the successful rights offer.
7. The adjustment to share capital and share premium represents the share
capital and share premium arising from the issue of 400 million rights
offer shares of 5 cents each, net of estimated costs related to the
rights offer of R2.25 million, which costs include the underwriting
fee.
8 All adjustments have a continuing effect.
4 DOCUMENTATION
4.1 A circular containing full details of the rights offer will be posted
to shareholders on 13 June 2011. ("the circular")
4.2 The distribution of the circular and/or accompanying documents and/or
the transfer of the new SA French shares and/or the rights to
subscribe for new SA French shares in jurisdictions other than South
Africa may be restricted by law and failure to comply with any of
those restrictions may constitute a violation of the laws of any such
jurisdiction in which it is illegal to make such a rights offer. In
such circumstances the circular will not be addressed to such
shareholders and the rights offer will be made only to qualifying
shareholders.
Johannesburg
23 May 2011
Designated Advisor: PSG Capital (Proprietary) Limited
Corporate Advisor: AfrAsia Corporate Finance (Proprietary) Limited
Date: 23/05/2011 13:51:01 Supplied by www.sharenet.co.za
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