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Abridged Prospectus relating to the listing of Global
GLOBAL ASSET MANAGEMENT LIMITED
Incorporated in the Republic of South Africa)
(Registration number: 2002/003192/06)
Share Code: GAM ISIN: ZAE000173498
("Global" or “the company”)
ABRIDGED PROSPECTUS RELATING TO THE LISTING OF GLOBAL
The prospectus to which this announcement relates has been
prepared in terms of the Listings Requirements (“the
Listings Requirements”) of the JSE Limited (“the JSE”),
relating to an offer for subscription of Global ordinary
shares by way of:
* an offer by was of a private placing, by the Company for
subscription of 3 500 000 ordinary shares in the issued
share capital of the Company at an issue price of R2.00
per ordinary share; and
* the subsequent listing of the ordinary shares of Global
on the Alternative Exchange (AltX) of the JSE.
In terms of the offer, selected investors will be offered
the opportunity to subscribe for ordinary shares.
In the event of an over-subscription in terms of the offer,
the directors will adjust the allocation of shares to
applicants on an equitable basis in accordance with the JSE
Listings Requirements. The shares offered in terms of this
prospectus will rank pari passu with the existing ordinary
shares in Global.
At the date of closing of the offer and assuming that the
offer is fully subscribed, Global’s share capital will
comprise 1 000 000 000 authorised ordinary shares and
35 000 000 issued ordinary shares with stated share capital
value of R11 279 276. There will be no convertible or
redeemable shares issued. The 3 500 000 shares offered is
also the minimum subscription of shares which needs to be
issued in order to achieve the minimum 10% spread of public
shareholders as stipulated in the AltX Listings
Requirements. The offer has not been underwritten. The
Company does not have any treasury shares in issue.
Global has a minimum share capital and reserve account of
at least R2 million as required by the JSE Listing
Requirements.
Subject to achieving the required spread of public
shareholders in terms of the JSE Listings Requirements,
(which stipulates that the public must hold a minimum of
10% of each class of equity securities and the number of
public shareholders shall be at least 100), the JSE has
granted Global a listing of 35 000 000 ordinary shares on
the AltX under the abbreviated name “Global”, share code
“GAM” and ISIN ZAE000173498.
It is anticipated that the listing of the shares on AltX
will become effective from the commencement of business on
Friday, 14 December 2012.
Applications for ordinary shares in Global must be for a
minimum of 1 000 ordinary shares at R2.00 cents per share,
amounting to R2 000, and in multiples of 100 ordinary
shares thereafter. Fractions of shares in Global will not
be issued.
The shares in Global will only be tradable on the JSE in
dematerialised form and, as such, all investors who elect
to receive their ordinary shares in Global in certificated
form, will have to dematerialise their certificated shares
should they wish to trade therein.
An English copy of this prospectus, accompanied by the
documents referred to under “Registration of Prospectus”,
was registered by the Registrar of Companies on 3 December
2012 in terms of in terms of Regulation 52(5) of the
Companies Act, 2008 (No. 71 of 2008), as amended.
Background, incorporation and nature of business
Global was incorporated as a private company on 15 February
2002 and was converted by way of a special resolution to a
public company on 01 November 2012. Global has focused on
project and structured finance, as well as asset finance
since 1992. Under the motto “We achieve that little extra”
Global brings to bear a significant array of skills and
experience into its business ventures, backed by access to
a vast network of local and international financial
institutions.
Prior to September 2009, Global was owned by the following
shareholders:
* Bruhin Family Trust (25% ownership)
* Eagle 25 Trust (5% ownership)
* H W Trust (20% ownership)
* Leofra Trust (25% ownership)
* Van Ettinger Familie Trust (25% ownership)
In September 2009, Global became part of the Inshare group
- a private investment holding enterprise that specialises
in identifying undervalued opportunities and invests in
strong and sustainable annuity businesses. There has been
no material change in the business over the past five
years.
Global is the holding company of Linde Financial Services,
a very successful asset finance company, specialising in
the financing of forklift trucks.
There no government protection or investment encouragement
laws that impact on the company or the Group.
Linde Financial Services
Linde Financial Services was formed to satisfy very
specific needs which existed within Linde Material Handling
(Proprietary) Limited, a South African registered company
with ownership being held by the ultimate producer of Linde
forklift trucks, a company operating out of Germany and
owned by Goldman Sachs and Kohlberg Kravis Roberts &
Company, both investment houses of American origin.
Since its inception in 2005, Linde Financial Services has
financed over 2 000 different forklift trucks, with a
current asset book sitting at over R350 million. Linde
forklift trucks are considered a quality product and Linde
Material Handling (Proprietary) Limited, as the service
provider, is responsible for the after sales services and
maintenance so that this aspect of the business is kept in
line with the perception of quality. This function ensures
a continued stream of new business as well as a potentially
attractive market for short term pre-owned equipment.
The company has produced reliable profits for the last 6
years and has delivered an attractive return on investment
for its ultimate controlling shareholder, namely Inshare.
Most of the initial rentals are based on 5 year leasing
contracts. However, after 5 years, most of the equipment
is in a good enough condition to be utilised further. The
resale or short-term leasing options poses an attractive
opportunity and are projected to generate a substantial
portion of future profits. Linde Financial Services will
initiate the short term rental business during the first
half of the new financial year.
The current consortium of funders to the Linde Financial
Services book include Rand Merchant Bank, Standard Bank,
Nedbank and Mercantile Bank
Prospects
Global specialises in arranging debt and mezzanine capital
for large infrastructure and other projects, whilst also
focusing on developing and investing in business
opportunities throughout Southern Africa.
The directors of the Company believe that the Group has
excellent prospects to significantly expand based on the
size of the market in South Africa and its growth
potential, strong cash flows, recurring revenue and cash
flows generated from lease contracts with existing
customers, strong management skills coupled with a good
reputation as well as a proven track record.
SUMMARY OF ESTIMATE AND FORECAST FINANCIAL INFORMATION
The Global estimate and forecast for the years ending
30 November 2012 and 30 November 2013 respectively are
summarised below.
30 November 30 November
2012 2013
R’000 R’000
Revenue 140 057 174 162
Cost of sales (46 515) (55 636)
Gross profit 93 542 118 526
Operating expenses (54 091) (71 912)
Operating profit before interest 39 451 46 615
Impairment of goodwill - -
Interest received - -
Finance costs (23 494) (25 548)
Profit before taxation 15 957 21 066
Taxation (5 115) (6 163)
Secondary Tax on Companies -
Profit after taxation 10 842 14 903
Attributable earnings 10 842 14 903
Fully diluted shares 35 000 000 35 000 000
Earnings per share (cents) 30.98 42.58
Headline earnings per share
(cents) 30.98 42.58
Assumptions:
There are various routine assumptions which are not listed
below. The actual results achieved during the forecast
period may vary from the forecast and the variations may or
may not be material.
Further assumptions:
1. The current market conditions in the industry in which
the business operates are not expected to change
substantially.
2. The estimate and forecast numbers have been prepared in
terms of IFRS.
3. Revenue for 2012 has been secured and is in terms of
current agreements.
4. The increase in revenue in 2013 is primarily related to
organic growth in respect of a growth in rental income,
short term financing and investing in sustainable income
generating and growth businesses.
5. Expenses have been forecast on a line by line basis and
reflect the current budgeted expenditure and takes into
account the cost of being listed.
6. The present level of interest and tax rates will remain
substantially unchanged.
7. The cash raised on the public offer is utilised to settle
interest bearing borrowings and share issue costs.
8. Interest from cash generated from operations has not been
taken into account in the forecasts.
9. The weighted average number of shares in issue is based
on the offer for subscription being fully subscribed and
a listing date of 14 December 2012.
Authorised and issued share capital
The authorised and issued share capital of Global before
and after the offer is set out below.
R’000
Authorised, before the offer
1 000 000 000 ordinary shares of no par value 0
Issued, before the offer
31 500 000 ordinary shares of no par value 4 279 276
Authorised, after the offer
1 000 000 000 ordinary shares of no par value 0
To be issued
3 500 000 ordinary shares of R2 each 7 000 000
Issued, after the offer
35 000 000 ordinary shares of no par value 11 279 276
Directors of Global
The full name, ages, addresses and occupations of the
directors of Global are set out below:
Name (Age) Business Address Occupation
Niels Ruimsig Country Office Park Chief
Penzhorn 129 Hole In One Avenue Executive
(40) Ruimsig North Officer
Executive Roodepoort
director 1724
Werner Ruimsig Country Office Park Financial
Petrus 129 Hole In One Avenue Director
Basson (30) Ruimsig North
Executive Roodepoort
director 1724
Marinus Ruimsig Country Office Park Chief
Cornelis 129 Hole In One Avenue Operating
Christoffel Ruimsig North Officer
(Koos) van Roodepoort
Ettinger 1724
(65)
Executive
director
AJ (Alan) 146 2nd Street Non-Executive
Naidoo (35) Parkmore (Sandhurst Enclosure) Director
Non- Sandton
Executive 2196
Director
Andrew 146 2nd Street Non-Executive
Alexander Parkmore (Sandhurst Enclosure) Director
Maren (37) Sandton
Non- 2196
Executive
Director
Gabriel 105 A Dennis Road Non-Executive
Thona Atholl Director
Magomola 2196
(69)
Non-
Executive
Director
Gordon 22 Galloway Non-Executive
Kenneth Archwood Village director and
Cunliffe Dainfern Chairman
(64) 2055
Non-
Executive
Director
PURPOSE OF THE OFFER AND LISTING
The purpose of the offer is to expand the capital base and
shareholder spread of the Company in order to achieve a
minimum spread of shareholders in terms of the JSE Listings
Requirements. The additional capital will be applied to
facilitate the development and growth in the Group’s short
term rental book.
The offer will enable the general public to participate
directly in the equity of the Company. The listing is
aimed to create a platform for the Group from which it will
be able to raise additional capital in due course.
SALIENT DATES AND TIMES
2012
Date on which the offer contemplated in this
Prospectus will be open at 09h00 on 4 December
Date on which the offer contemplated in this
Prospectus will close at 12h00 on 11 December
Listing of securities on the JSE at the
commencement of business on 14 December
*Shareholders wishing to subscribe for ordinary shares in
dematerialised form must advise their Central Securities
Depository Participant (“CSDP”) or broker of their
acceptance of the offer to subscribe for shares in the
manner and within the cut-off time stipulated by their CSDP
or broker.
Interested investors should contact Neo Letele or Clyde
Bowes at Arcay Moela Sponsors on 011 480 8500 for a copy of
the prospectus.
By order of the board
Johannesburg
06 December 2012
Designated Adviser Reporting Accountants
Arcay Moela Sponsors Horwath Leveton Boner
Attorneys
Webber Wentzel
Date: 06/12/2012 10:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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