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Proposed distribution of shares in Nictus Holdings Limited to Nictus shareholders and withdrawal of cautionary
Nictus Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/001858/06)
JSE Share code: NCS
NSX Share code: NCT
ISIN Code NA0009123481
("Nictus" or "the Company")
Proposed distribution of shares in Nictus Holdings Limited to Nictus shareholders and
withdrawal of cautionary announcement
1 Introduction
Nictus shareholders (“Shareholders”) are referred to the announcements published on the Securities
Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on Tuesday, 12 June 2012 and Friday,
6 July 2012 (“Announcements”), which included details of the following proposed actions and
transactions (“Transactions”) by Nictus:
• a distribution of all the ordinary shares (“Nictus Namibia Shares”) that Nictus holds in Nictus
Holdings Limited (“Nictus Namibia”) to its Shareholders, in the entitlement ratio of 1:1, in terms of
section 46 and section 112 read together with sections 115 and 164 of the South African
Companies Act, 2008, as amended (“SA Act”) and in accordance with the relevant South African
and Namibian taxation regulations (“Unbundling”), subject to the conditions precedent detailed in
the Announcements;
• amendments to the rules of the Nictus Employee Share Incentive Trust to accord with Schedule
14 of the Listings Requirements of the JSE (“Listings Requirements”), the SA Act and the King
Report on Governance for South Africa, as amended or replaced from time to time
(“Amendments to the Scheme”);
• immediately subsequent to the Unbundling, a specific issue for cash of ordinary shares
(“Shares”) in the post unbundling Nictus (“Post Unbundling Nictus”) to Nictus Namibia for a total
consideration of R29.5 million (“Nictus Namibia Specific Issue”);
• the conversion of all of the Company’s authorised Shares from par value Shares to no par value
Shares (“Conversion”);
• subsequent to the Conversion, an increase in the number of authorised Shares (“Increase of
Authorised Shares”); and
• subject to the approval of both the Conversion and the Increase of Authorised Shares, the
adoption by Nictus of a new Memorandum of Incorporation (“MOI”) complying with the provisions
of the SA Act, the revised Schedule 10 of the Listings Requirements and King III.
Shareholders are advised that subsequent to the Announcements, Nictus Namibia has agreed to
subscribe for 12 826 440 Shares in the Post Unbundling Nictus at an issue price of 175 cents per
Share, resulting in a total consideration of R22.4 million. The Nictus Namibia Specific Issue and the
payment of a dividend amounting to R30.0 million by Nictus Namibia to Nictus, immediately prior to
the Unbundling, will result in approximately R52.4 million of new capital being introduced into the
Post Unbundling Nictus (“Re-Capitalisation”). It was previously announced that Nictus Namibia would
subscribe for 16 876 895 Shares in the Post Unbundling Nictus, for a total consideration of R29.5
million, resulting in new capital amounting to approximately R60.0 million being introduced into the
Post Unbundling Nictus, however, the amount of Shares to be issued has subsequently been revised
downwards.
A circular setting out details of the above Transactions, the text of the fairness opinion obtained from
Mazars Corporate Finance (Pty) Ltd in respect of the Nictus Namibia Specific Issue and including a
notice of special general meeting which contains ordinary and special resolutions to give effect to the
Transactions (“Nictus Circular”), will be posted to Shareholders on Wednesday, 1 August 2012.
2 Listing of Nictus Namibia
The Unbundling is conditional upon the listing of the Nictus Namibia Shares subsequent to the
Unbundling (“Unbundled Nictus Namibia Shares”) on the Namibian Stock Exchange (“NSX”). The
Nictus Namibia pre-listing statement containing details of the listing will be posted to Shareholders
together with the Nictus Circular on Wednesday, 1 August 2012.
The Unbundled Nictus Namibia Shares will not be listed on the JSE. Share certificates will be issued
to all Shareholders in respect of the Unbundled Nictus Namibia Shares as the Namibian trading
environment does not provide for dematerialised scrip.
.
3 Conditions precedent
The Unbundling is subject to the fulfilment of the following conditions precedent:
• approval by Shareholders at the special general meeting of the resolutions required to implement
the Unbundling;
• the subdivision of the 250 000 issued Nictus Namibia Shares to achieve the number of
53 443 500 Nictus Namibia Shares required for the Unbundling;
• none of the special resolutions are retracted or treated as a nullity; and
• the listing of the Unbundled Nictus Namibia Shares on the NSX (the Unbundled Nictus Namibia
Shares will not be listed on the JSE).
4 Pro forma financial effects
The table below sets out the unaudited pro forma financial effects of the Unbundling, on a stand-
alone basis, and collectively the Transactions on Nictus. The unaudited pro forma financial effects
are presented for illustrative purposes only and because of their nature may not give a fair reflection
of Nictus’ financial position after the Unbundling, on a stand-alone basis, and collectively the
Transactions on Nictus. It has been assumed for purposes of the unaudited pro forma financial
effects that the Unbundling, on a stand-alone basis, and collectively the Transactions took place with
effect from 1 April 2011 for statement of comprehensive income purposes and 31 March 2012 for
statement of financial position purposes. The directors of Nictus are responsible for the preparation
of the unaudited pro forma financial effects.
Per Share Before the After the After the % Change
Transactions 1 Unbundling Transactions
Cents Cents Cents
Basic and diluted earnings 43.09 15.28 2 10.29 4 (76.11)
Headline and diluted headline 33.03 15.33 2 10.33 4 (68.73)
earnings
Net asset value 315.41 130.77 3 134.96 5 (57.21)
Net tangible asset value 314.70 130.77 3 134.96 5 (57.11)
Average weighted number of 53 444 53 444 66 270 24.00
Shares (‘000)
Fully diluted number of Shares 53 444 53 444 66 270 24.00
(‘000)
Number of Shares (‘000) 53 444 53 444 66 270 24.00
Notes:
1. The “Before the Transactions” basic and diluted earnings, headline and diluted headline earnings, net asset value and
net tangible asset value per Share have been extracted without adjustment from the audited, published results of
Nictus for the year ended 31 March 2012.
2. The “After the Unbundling” basic and diluted earnings and headline and diluted headline earnings per Share have
been adjusted for the following:
i. the elimination of Nictus Namibia’s results for the year ended 31 March 2012 which have been extracted
without adjustment from the report of historical financial information of Nictus Namibia included in the Nictus
Circular. These adjustments will have a continuing effect on the financial information of the Post Unbundling
Nictus;
ii. the elimination of specific costs that have already been incurred and included in the “Before the Transactions”
column and which will not form part of the annual cost structure of the Post Unbundling Nictus as these costs
relate specifically to the Namibian operations. These adjustments will have a continuing effect on the financial
information of the Post Unbundling Nictus;
iii. a R30.0 million dividend that will be paid by Nictus Namibia to Nictus immediately prior to the Unbundling for
the purposes of the Re-Capitalisation’
3. The “After the Unbundling” net asset value and net tangible asset value per Share have been adjusted for the
following:
i. the elimination of Nictus Namibia’s results for the year ended 31 March 2012 which have been extracted
without adjustment from the report of historical financial information of Nictus Namibia included in the Nictus
Circular;
ii. the elimination of a R10.0 million dividend received by Nictus at year end from Nictus Namibia as this amount
is included in the retained income figure presented in historical financial information of Nictus Namibia and,
therefore, needs to be reversed; and
iii. the interest on the R30.0 million dividend that will be paid by Nictus Namibia to Nictus immediately prior to the
Unbundling for the purposes of the Re-Capitalisation’
4. The “After the Transactions” basic and diluted earnings and headline and diluted headline earnings per Share have
been adjusted for the following:
i. all of the adjustments detailed in point 2 above; and
ii. interest earned at an average investment return of 6.55% on the cash proceeds of R22.4 million from the
Nictus Namibia Specific Issue. The proceeds from the Nictus Namibia Specific Issue will be used for the Re-
Capitalisation of Corporate Guarantee (South Africa) Limited (“Corporate Guarantee”). This is required as
Corporate Guarantee is a registered insurance entity, and needs to comply with capital adequacy and
solvency regulations which necessitate the investments. The investment income that has been recognised in
income for purposes of the pro forma basic and diluted earnings and headline and diluted headline earnings
per Share has been calculated based on the average investment return of 6.55% that Corporate Guarantee
earned on its investments for the year ended 31 March 2012. This is considered to be a reasonable rate for
this purpose as the cash proceeds from the Nictus Namibia Specific Issue will be invested in the same
categories of investments by Corporate Guarantee from date of the Re-Capitalisation. These adjustments will
have a continuing effect on the financial information of the Post Unbundling Nictus; and
iii. an adjustment in respect of the transaction costs for professional fees amounting to R2.4 million relating to the
Unbundling and the interest benefit arising due to the repayment of loans and preference shares owing by
Nictus to Nictus Namibia. The interest benefit adjustments will have a continuing effect on the financial
information of the Post Unbundling Nictus.
5. The “After the Transactions” net asset value and net tangible asset value per Share have been adjusted for the
following:
i. all of the adjustments detailed in point 3 above; and
ii. the issue by the Post Unbundling Nictus of 12 826 440 Shares to Nictus Namibia immediately subsequent to
the Unbundling at the issue price for a total consideration of R22.4 million; and
iii. the payment of the transaction costs amounting to R2.9 million of which R2.4 million, relating to the
Unbundling, has been expensed and R0.5 million, relating to the Nictus Namibia Specific Issue, has been
debited to equity in accordance with IAS 32: Financial Instruments.
5 Irrevocable undertakings
The following Shareholders have irrevocably undertaken to vote in favour of the Transactions. NC
Tromp and KCB Trust, as related parties to Nictus Namibia, may not vote in respect of the Nictus
Namibia Specific Issue in terms of the Listings Requirements:
Name of Shareholder Number of Shares at the last practicable date %
NC Tromp 26 768 640 50.09
Ultra Investments (Pty) Ltd 7 708 124 14.42
KCB Trust 5 670 000 10.61
MRT Trust 5 200 000 9.73
Total 45 346 764 84.85
In terms of trades during the past six months undertaken by the parties who have irrevocably
undertaken to vote in favour of the transactions, we note the following:
• The Ngepi Trust, a trust of which NC Tromp is a trustee, bought 850 385 Nictus shares on
28 March 2012 at a price of R3.25 per Share;
• Landswyd Beleggings Limited, an entity in which NC Tromp has an effective 99.99% interest,
bought 311 905 Shares on 9 March 2012 at a price of R4.20 per Share and sold 37 500 Nictus
shares on 28 March 2012 at a price of R1.80 per Share;
• Ultra Investments, bought 753 782 shares on 28 March 2012 at a price of R3.25 per Share;
• KCB Trust sold 753 782 Shares on 26 April 2012 and 1 246 218 Shares on 25 May 2012 at a
price of R3.25 per Share; and
• MRT Trust has not traded during the past 6 months.
6 Salient dates and times
2012
Record date to be entitled to receive notice of the special general
Friday, 27 July
meeting
Nictus Circular posted to Shareholders on Wednesday, 1 August
Last day to trade Shares in order to be eligible to participate and vote at
Friday, 17 August
the special general meeting
Record date to be entitled to participate in and vote at the special
Friday, 24 August
general meeting
Forms of proxy for the special general meeting must be received by
Wednesday, 29 August
11:00 on
Last date and time for Shareholders to give notice to Nictus objecting to
the special resolution approving the Unbundling if the Unbundling
Friday, 31 August
resolution was proposed or if proposed and not retracted or treated as a
nullity by 11:00 on
Special general meeting to be held at 11:00 on Friday, 31 August
Results of the special general meeting released on SENS on Friday, 31 August
Results of the special general meeting published in the press on Monday, 3 September
Finalisation date expected to be by 11:00 on Thursday,13 September
Finalisation date announcement expected to be released on SENS on Thursday,13 September
Finalisation date announcement expected to be published in the press
Friday, 14 September
on
Last date for Nictus to send objecting Shareholders notice of the
adoption of the special resolution approving the Unbundling if the Friday, 14 September
resolution is not retracted or treated as a nullity on
Last day to trade Shares on the JSE in order to participate in the Thursday, 20
Unbundling, subject to Shareholder approval September
Shares trade “ex” their entitlement to Nictus Namibia on Friday, 21 September
Listing of Nictus Namibia on the NSX at 9:00 on Friday, 21 September
Record date to participate in the Unbundling Friday, 28 September
Shares issued to Nictus Namibia in terms of the Nictus Namibia Specific
Monday, 1 October
Issue and listed on the JSE
Share certificates in respect of the Unbundled Nictus Namibia Shares
will be posted, by registered post, at the risk of the Shareholder Monday, 1 October
concerned, to Shareholders on or about 4
Last date for objecting Shareholders to demand that the Company pay
such objecting Shareholders fair value for all of the Shares held by such Monday, 15 October
objecting Shareholders on
Notes
1. These dates and times are subject to amendment. Any such amendment will be released on
SENS.
2. Copies of the Nictus Circular may be obtained in English only at the Company’s registered
office and KPMG Services (Pty) Ltd’s offices during normal business hours from Thursday,
2 August 2012 until Friday, 31 August 2012.
3. No dematerialisation or rematerialisation of Share certificates may take place between Friday,
21 September 2012 and Friday, 28 September 2012, both days inclusive.
4. Dematerialised Shareholders will not be able to hold dematerialised scrip in the Namibia
trading environment and, therefore, dematerialised Shareholders will be issued a share
certificate in respect of the Unbundled Nictus Namibia Shares.
7 Withdrawal of cautionary
Shareholders are advised that caution is no longer required to be exercised when dealing in their
Shares.
Johannesburg
1 August 2012
Corporate advisor, sponsor and joint tax advisor Namibian legal advisors
KPMG Services (Pty) Ltd Theunissen, Louw & Partners
South African legal advisors and joint tax advisor Namibian sponsor
Webber Wentzel Simonis Storm Securities (Pty) Ltd
(Member of the NSX)
Reporting accountants and auditors Independent expert
KPMG Inc. Mazars Corporate Finance (Pty) Ltd
Date: 01/08/2012 03:05:00 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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