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CSP - Chemical Specialities Limited - Updated terms announcement with regards to
the Specific issues of shares for cash and other corporate actions
Chemical Specialities Limited
Incorporated in the Republic of South Africa)
Registration number (2005/039947/06)
Share code: CSP
ISIN: ZAE000109427
("Chemspec" or "the Company")
UPDATED TERMS ANNOUNCEMENT WITH REGARDS TO THE SPECIFIC ISSUES OF SHARES FOR
CASH AND OTHER CORPORATE ACTIONS
Shareholders are referred to the announcement released on the Securities
Exchange News Service ("SENS") of the JSE Limited ("JSE") on 15 August 2011
whereby shareholders were advised of:
1 the conversion of share capital from par value to no par value shares, an
increase in the authorised share capital, proposed specific issues of
shares for cash, the adoption of an employee share option scheme; and
2 a rights offer.
SPECIFIC ISSUES FOR CASH AND OTHER CORPORATE ACTIONS
1 Shareholders are advised that the company has concluded a convertible loan
agreement and share subscription agreement in an amount of R30m with the
Industrial Development Corporation ("the IDC").
2 Chemspec will be issuing a circular and notice convening a general
shareholders` meeting to be held at 10h00 on Monday, 17 October 2011 at
2029 Old Mill Road, Canelands, Verulam, 4339 which will be posted to
shareholders on or about Friday, 16 September 2011 to:
a) convert the authorised and issued share capital from par value to no
par value shares and increase the authorised share capital from
1,000,000,000 ordinary shares to 1,500,000,000 ordinary shares of no
par value;
b) approve the specific issues of shares for cash; and
c) adopt the employee share option scheme.
3 The table below sets out the unaudited pro forma financial effects of the
specific issues as well as the issue of 26 million share options,
contemplated in terms of the proposed employee share option scheme, on
ChemSpec. The unaudited pro forma financial effects are prepared for
illustrative purposes only and may not fairly represent ChemSpec`s results,
financial position and changes in equity after the specific issues. For the
purposes of the pro forma financial effects, it has been assumed that the
specific issues took place with effect from 1 April 2010 for the statement
of comprehensive income and on 31 March 2011 for the statement of financial
position.
The unaudited pro forma financial effects are the responsibility of the
directors of ChemSpec.
Before the After the %
specific specific Change
issues (1) issues
(2)(3)
Published Pro forma
Basic and diluted loss per (29.12) (21.62) 25.75%
share (cents)
Basic and diluted headline (27.99) (20.76) 25.83%
loss per share (cents)
Net asset value (NAV) per 31.65 33.35 5.37%
share (cents)
Tangible net asset value 21.35 25.31 18.55%
(NAV) per share (cents)
Total shares in issue 418 523 544 535 630 824 27.99%
Weighted average shares 378 384 699 495 491 979 30.95%
Notes:
I The "Before the specific issues" financial information is extracted from
ChemSpec`s published audited annual financial statements for the year ended
31 March 2011.
II The "After the specific issues" basic and diluted loss and headline loss
per share numbers have been adjusted to include the issue of 117,107,280
ordinary shares, in terms of the specific issues. The net asset value per
share and tangible net asset value per share has been adjusted to include
the issue of 117,107,280 ordinary shares at 40 cents per ChemSpec share and
the costs of the specific issues.
III The specific issues are assumed to result in an after tax interest saving
of R3,857,766 (calculated using Prime plus 3% for the shareholder loan of
R16,842,912 repaid and an average rate of Prime for the bank overdraft
facility of R29,650,302 repaid, with a tax rate of 28%).
IV The IFRS 2 option cost on the issue of 26 million share options at 40 cents
each, has been valued at R5,586,074. This cost will be amortised over the
vesting period. Based on the assumption that the grant date is 1 April
2010, the resultant expense through the statement of comprehensive income
for the first year is R1,148,248 with a consequential tax impact of
R321,509 on a pro-forma basis.
V Please note that, for every one cent that the IDC subscription price per
share is less than 40 cents, the pro forma financial effects would change
as follows:
* Basic and diluted loss per share (cents) will be reduced by 0.08
cents;
* Basic and diluted headline loss per share (cents) will be reduced by
0.08 cents;
* Net asset value (NAV) per share (cents) will be reduced by 0.12 cents;
and
* Tangible net asset value (NAV) per share (cents) will be reduced by
0.09 cents.
The specific issues are subject to the fulfilment of the following
conditions precedent:
* the approval by the 75% requisite majority of shareholders present and
voting at the general meeting; and
* the required regulatory approval.
RIGHTS OFFER
It is planned to proceed with the rights offer and a further SENS
announcement will be made shortly in this regard to be followed by a
circular which will be posted to shareholders thereafter.
Durban
8 September 2011
Corporate and designated advisor
Grindrod Bank Limited
(Registration number 1994/007994/06)
Date: 08/09/2011 16:32:21 Supplied by www.sharenet.co.za
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