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RBA - RBA Holdings Limited - Issues of shares for cash

Release Date: 25/04/2012 13:05
Code(s): RBA
Wrap Text

RBA - RBA Holdings Limited - Issues of shares for cash RBA HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1999/009701/06) JSE Share code: RBA ISIN: ZAE000104154 ("RBA" or "the company") ISSUES OF SHARES FOR CASH 1 INTRODUCTION Shareholders are advised that RBA has raised R14 535 000 in capital by three general issues totaling 80 000 000 ordinary shares for cash at between 12 cents and 19 cents per ordinary share from 17 February 2012 to 24 April 2012. 2 GENERAL ISSUES FOR CASH 2.1 Particulars of general issues At the annual general meeting of the company held on 30 June 2011, the requisite majority of shareholders approved an ordinary resolution authorising the directors to issue shares for cash in accordance with the Listings Requirements of JSE Limited ("the Listings Requirements"). As the issues of the new shares represent a 23.53% increase in the issued ordinary share capital of the company, this disclosure is made in terms of section 11.22 of the Listings Requirements: * 7 000 000 ordinary shares in the company were issued to public shareholders on 17 February 2012 at an issue price of 12.0 cents per ordinary share which represented a 5.3% discount to the 30 day volume weighted average price ("VWAP") for the period ended 24 January 2012, being the date the issue price was agreed upon by the directors. * 7 000 000 ordinary shares in the company were issued to public shareholders on 2 April 2012 at an issue price of 16.5 cents per ordinary share which represented a 9.04% discount to the 30 day VWAP for the period ended 9 March 2012, being the date the issue price was agreed upon by the directors. * 66 000 000 ordinary shares in the company were issued to public shareholders on 23 April 2012 at an issue price of 19.0 cents per ordinary share which represented a 9.35% discount to the 30 day VWAP for the period ended 5 April 2012, being the date the issue price was agreed upon by the directors. 2.2 Financial effects of the general issues of shares The table below sets out the unaudited pro forma financial effects of the general issues of shares for cash on the earnings, headline earnings, net asset value and tangible net asset value per RBA share: Before After Change (%) (cents) (1) (cents) (3) (5) Earnings per share (cents) 1.18 0.94 (20.53) Headline earnings per share 2.16 1.73 (20.08) (cents) (2) Net asset value per share 15.36 25.34 64.99 (cents) (4) Tangible net asset value 13.12 23.56 79.59 per share (cents) (4) Weighted average number of 340 000 420 000 shares in issue (`000) Total shares in issue 340 000 420 000 (`000) Notes: 1 The "before" column is extracted from the audited results of RBA for the year ended 31 December 2011. 2 The earnings, diluted earnings, headline earnings and diluted headline earnings per share were calculated as if the issues took place on 1 January 2011. 3 The figures in the "after" column assume that the 80 000 000 shares were issued and the cash was received on 31 December 2011 4 The net asset value and net tangible asset value per share were calculated as if the issues took place on 31 December 2011. 5 The "after" column net asset value and net tangible asset value per share have been adjusted to include the estimated costs which have been charged to the income statement in an amount of R90 000 . The pro forma financial effects above are the responsibility of the company`s directors and have been prepared for the purposes of illustrating how the general issues for cash would have affected the relevant financial results and position of RBA for the historical financial period indicated and on a pro forma basis. Accordingly, such effects do not necessarily represent a true reflection of the financial effects of the general issues on RBA`s current and future earnings. 3 SPECIFIC ISSUE FOR CASH 3.1 Particulars of specific issue As part of the company`s recapitalisation, RBA has agreed to issue additional shares in terms of a specific issue of shares for cash at 21 cents per share to directors of RBA and RBA subsidiaries and an advisor of RBA ("related parties") subject to shareholder approval at the annual general meeting to be held on 28 June 2012. The issue price of 21 cents per share is equal to the 30 day VWAP for the period ended 5 April 2012, being the date the issue price was agreed upon by the directors. The related parties mentioned in the table below will convert part of their loan accounts with the company, to share capital at 21 cents per share except for AJ Rothman, an advisor to the company, who will take up shares for cash and will receive shares in lieu of services rendered after shareholder approval has been obtained. Name Number of shares Rand to be taken up D Wentzel 1 190 476 249 999.96 B Stegmann 2 380 952 499 999.92 F le Roux 2 380 952 499 999.92 J Mortimer 1 238 095 259 999.95 N Prinsloo 404 762 85 000.02 AJ Rothman 2 380 952 499 999.92 Total 9 976 189 2 094 999.69 A circular to shareholders will be issued in due course. 3.2 Financial effects of the specific issue of shares The table below sets out the unaudited pro forma financial effects of the specific issue of shares for cash on the earnings, headline earnings, net asset value and tangible net asset value per RBA share: Before After Change (%) (cents) (1) (cents) (3)
(5) Earnings per share (cents) 1.18 1.11 (6.05) Headline earnings per share 2.16 2.05 (4.86) (cents) (2) Net asset value per share 15.36 28.03 82.51 (cents) (4) Tangible net asset value per 13.12 25.61 95.18 share (cents) (4) Weighted average number of 340 000 349 976 shares in issue (`000) Total shares in issue (`000) 340 000 349 976 Notes: 1 The "before" column is extracted from the audited results of RBA for the year ended 31 December 2011. 2 The earnings, diluted earnings, headline earnings and diluted headline earnings per share were calculated as if the issue took place on 1 January 2011. 3 The figures in the "after" column assume that the 9 976 189 shares were issued and the cash was received on 31 December 2011 4 The net asset value and net tangible asset value per share were calculated as if the issue took place on 31 December 2011. 5 The "after" column net asset value and net tangible asset value per share have been adjusted to include the estimated costs which have been charged to the income statement in an amount of R201 355 . The pro forma financial effects above are the responsibility of the company`s directors and have been prepared for the purposes of illustrating how the specific issue for cash would have affected the relevant financial results and position of RBA for the historical financial period indicated and on a pro forma basis. Accordingly, such effects do not necessarily represent a true reflection of the financial effects of the specific issue on RBA`s current and future earnings. 4 RATIONALE FOR CAPITAL RAISING Funds raised from the general and specific issues for cash will be used to pay outstanding creditors and the conversion of related parties loan accounts will assist in improving the statement of financial position of the company. 25 April 2012 Johannesburg Designated Advisor Exchange Sponsors Date: 25/04/2012 13:05:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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