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CURRO HOLDINGS LIMITED - Declaration announcement in respect of the Curro rights offer

Release Date: 22/02/2013 13:09
Code(s): COH     PDF:  
Wrap Text
Declaration announcement in respect of the Curro rights offer

Curro Holdings Limited
Incorporated in the Republic of South Africa
Registration Number 1998/025801/06
JSE Alpha Code: COH
ISIN: ZAE000156253
(“Curro” or “the Company” or “the Group”)

DECLARATION ANNOUNCEMENT IN RESPECT OF THE CURRO RIGHTS
OFFER AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are hereby advised that Curro intends to raise
R605 879 376 by way of an underwritten renounceable rights
offer (“the Rights Offer”) of 50 489 948 new Curro ordinary
shares (“Rights Offer Shares”) to qualifying shareholders
at a subscription price of 1200 cents per Rights Offer
Share, in the ratio of 21 Rights Offer Shares for every 100
Curro ordinary shares held on the Rights Offer record date,
being Friday, 12 April 2013.

RATIONALE FOR THE RIGHTS OFFER

The purpose of the Rights Offer is to provide Curro with
additional capital to finance the expansion of capacity due
to the faster than anticipated growth at its current
schools and to take advantage of new opportunities that the
market presents.

SALIENT TERMS OF THE RIGHTS OFFER

In terms of the Rights Offer, 50 489 948 new ordinary
shares (“Rights Offer Shares”) will be offered to Curro
shareholders recorded in Curro’s share register at the
close of business on Friday, 12 April 2013 (“Record Date”),
at a subscription price of 1200 cents per Rights Offer
Share, in the ratio of 21 Rights Offer Shares for every 100
Curro shares held.

The Rights Offer price represents a discount of 21% to the
30 day volume-weighted average traded price of Curro shares
on the JSE Limited (“JSE”) as at 21 February 2013, being
the date the Rights Offer was approved by the Curro board.

Excess applications for Rights Offer Shares will not be
allowed and any Rights Offer Shares that are not accepted,
renounced or sold shall revert back to the underwriter. The
Rights   Offer  is   not   conditional  upon  any   minimum
subscription being obtained.
The Rights Offer Shares issued will rank pari passu with
the existing issued shares of Curro.

IRREVOCABLE UNDERTAKING AND UNDERWRITING

PSG Financial Services Limited (“PSG Financial Services”)
has provided Curro with an irrevocable commitment to follow
its rights in terms of the Rights Offer and to subscribe
for all the ordinary shares to which it is entitled for a
commitment fee of 1% of the amount committed to, meaning
that   its  interest   in  Curro  will   not   be  diluted.
PSG Financial Services is a wholly owned subsidiary of
PSG Group Limited and currently holds 57.5% of the issued
share capital of Curro.

The balance of the Rights Offer will be underwritten by
PSG Financial Services (“Underwriter”), representing 42.5%
of the issued share capital of Curro, for an underwriting
fee of 1% of the amount underwritten.

PRO FORMA FINANCIAL EFFECTS OF THE RIGHTS OFFER

Shareholders are hereby advised that the pro forma
financial effects of the Rights Offer are as set out below.

The pro forma financial effects of the Rights Offer are
presented for illustrative purposes only and because of
their nature may not give a fair reflection of the
Company’s financial position nor of the effect on future
earnings after the Rights Offer.

The proceeds of the Rights Offer will be used to repay debt
in   the  short   term  and   to  take  advantage   of  new
opportunities that the market presents.

Set out below are the unaudited pro forma financial effects
of the Rights Offer, based on the reviewed group results
for the year ended 31 December 2012. The directors of Curro
are responsible for the preparation of the unaudited pro
forma financial information:

                   Reviewed   Unaudited    Percentage change
                  financial   pro forma
                  informati   financial
                  on before   informati
                     Rights   on after
                      Offer    Rights
                                Offer

Net asset value      358.2      501.9             40
per share
(cents)
Net tangible         268.4      427.7             59
asset value per
share (cents)
Basic earnings        7.1       11.8              67
per share
(cents)
Diluted earnings      7.0       11.7              67
per share
(cents)
Basic headline        7.0       11.8              67
earnings per
share (cents)
Diluted headline      7.0       11.7              68
earnings per
share (cents)
Number of shares
issued (‘000)
Basic               240 428    290 918            21
Diluted             245 670    296 160            21

Weighted average
number of shares
issued (‘000)
Basic               213 042    263 532            24
Diluted             215 546    266 037            23

Notes and assumptions:

1.   The “Reviewed financial information before Rights Offer”
     figures are extracted from the reviewed Group results
     for the year ended 31 December 2012.
2.   The net asset value per share and net tangible asset
     value per share figures are calculated based on the
     actual number of shares in issue at 31 December 2012.
3.   The basic earnings per share and headline earnings per
     share figures are calculated based on the weighted
     average number of shares in issue at 31 December 2012.
     The diluted basic earnings per share and diluted
     headline earnings per share are calculated based on the
     diluted weighted average number of shares in issue at
     31 December 2012.
4.   50 489 948 Rights Offer shares are assumed to have been
     issued at a subscription price of 1200 cents per rights
     offer share in the ratio of 21 Rights Offer shares for
     every 100 Curro shares held pursuant to the Rights Offer
     thereby raising capital of R605 879 376.
5.   The net proceeds of the Rights Offer after deduction of
     estimated transaction costs of R7 million have been
     assumed to have been utilised for the repayment of debt
     and overdraft facilities.
6.   The “Unaudited pro forma financial information after
     Rights Offer” column is based on the assumption that the
     Rights Offer was implemented on 31 December 2012 for
     statement   of    financial   position   purposes,   and
     implemented on 1 January 2012 for statement of
     comprehensive income purposes.
7.   All adjustments, except for transaction costs, are
     expected to have a continuing effect.

SALIENT DATES AND TIMES

The salient dates and times relating to the Rights Offer
are set out below.

 Finalisation Announcement on SENS                      Wednesday,
                                                     27 March 2013

 Last day to trade in Curro shares in order to             Friday,
 settle trades by the Record Date for the Rights      5 April 2013
 Offer and to qualify to participate in the
 Rights Offer (cum entitlement) on

 Curro shares commence trading ex-rights on the            Monday,
 JSE at 09:00 on                                      8 April 2013

 Listing of and trading in the letters of                  Monday,
 allocation commences at 09:00 on                     8 April 2013

 Record Date for purposes of determining the               Friday,
 Curro shareholders entitled to participate in       12 April 2013
 the Rights Offer at the close of business on

 Circular and form of instruction posted to                Monday,
 shareholders on                                     15 April 2013
Rights Offer opens at 09:00 on                           Monday,
                                                   15 April 2013

Holders of dematerialised Curro shares will have         Monday,
their accounts at their CSDP or broker             15 April 2013
automatically credited with their letters of
allocation on

Holders of certificated Curro shares will have           Monday,
their letters of allocation credited to an         15 April 2013
electronic register at the transfer secretaries
on

Last day to trade in letters of allocation in           Friday,
order to settle trades by the Record Date for        3 May 2013
the Rights Offer and participate in the Rights
Offer at the close of business on

Last day for form of instruction to be lodged           Friday,
with the transfer secretaries by holders of          3 May 2013
certificated Curro shares wishing to sell all or
part of their Rights Offer Entitlement by 12:00
on

Listing and trading of Rights Offer Shares              Monday,
commences on the JSE at 09:00 on                     6 May 2013

Last day for form of instruction to be lodged           Friday,
with the transfer secretaries by holders of         10 May 2013
certificated Curro shares wishing to subscribe
for or renounce all or part of their Rights
Offer Entitlement by 12:00 on

Rights Offer closes at 12:00 and payment to be          Friday,
made on                                             10 May 2013

Record date for letters of allocation on                Friday,
                                                    10 May 2013

Payment to be made by certificated shareholders         Friday,
                                                    10 May 2013

CSDP/broker accounts credited with Rights Offer         Monday,
Shares and debited with the payments due in         13 May 2013
respect of holders of dematerialised Curro
 shares on

 Rights Offer Share certificates in terms of the          Monday,
 Rights Offer posted to holders of certificated       13 May 2013
 Curro shares on or about

 Results of Rights Offer announced on SENS on             Monday,
                                                      13 May 2013
    Notes:

       - Any changes to the above salient dates and times
         will be announced on SENS.
       - All times referred to in the announcement are
         local times in South Africa.
       - Holders   of   dematerialised   Curro  shares   are
         required to notify their CSDP or broker of the
         action they wish to take in respect of the Rights
         Offer in the manner and by the time stipulated in
         the agreement governing the relationship between
         the Curro shareholder and his CSDP or broker.
       - Curro    share     certificates    may    not    be
         dematerialised or rematerialised between, Monday,
         8 April 2013, and Friday, 12 April 2013, both
         days inclusive.
       - CSDPs effect payment in respect of holders of
         dematerialised Rights Offer Shares on a delivery
         versus payment basis.
       - To the extent that the rights are accepted,
         dematerialised    shareholders   will  have   their
         accounts at their CSDP automatically credited
         with their rights and certificated shareholders
         will have their rights credited to an account at
         Computershare.

FOREIGN SHAREHOLDERS

Any shareholder resident outside the common monetary area
who receives the Rights Offer circular and form of
instruction, should obtain advice as to whether any
governmental and/or any other legal consent is required
and/or any other formality must be observed to enable such
a subscription to be made in terms of such form of
instruction.

The Rights Offer does not constitute an offer in any
jurisdiction in which it is illegal to make such an offer
and the Rights Offer circular and form of instruction
should not be forwarded or transmitted by recipients
thereof to any person in any territory other than where it
is lawful to make such an offer.

The Rights Offer Shares have not been and will not be
registered under the Securities Act of the United States of
America. Accordingly, the Rights Offer Shares may not be
offered, sold, resold, delivered or transferred, directly
or indirectly, in or into the United States or to, or for
the account or benefit of, United States persons, except
pursuant to exemptions from the Securities Act. The Rights
Offer circular and the accompanying documents are not
being, and must not be, mailed or otherwise distributed or
sent in, into or from the United States. The Rights Offer
circular does not constitute an offer of any securities for
sale in the United States or to United States persons.

The Rights Offer contained in the Rights Offer circular
does not constitute an offer in the District of Colombia,
the United States, the Dominion of Canada, the Commonwealth
of Australia, Japan or in any other jurisdiction in which,
or to any person to whom, it would not be lawful to make
such an offer. Non-qualifying shareholders should consult
their professional advisers to determine whether any
governmental or other consents are required or other
formalities need to be observed to allow them to take up
the Rights Offer, or trade their entitlement. Shareholders
holding Curro shares on behalf of persons who are non-
qualifying shareholders are responsible for ensuring that
taking   up  the   Rights  Offer,    or trading  in   their
entitlements under that offer, do not breach regulations in
the relevant overseas jurisdictions.

To the extent that non-qualifying shareholders are not
entitled to participate in the Rights Offer as a result of
the aforementioned restrictions, the allocated rights in
respect of such non-qualifying shareholders shall revert to
Curro who shall be entitled to sell or place same or
failing which such rights will lapse.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are referred to the cautionary announcement
dated 12 February 2013 and are advised that as the pro
forma financial effects of the Rights Offer have been
disclosed, caution is no longer required to be exercised by
shareholders when dealing in their securities.

RIGHTS OFFER CIRCULAR

A circular containing full details of the terms of the
Rights Offer and a form of instruction in respect of a
letter of allocation will be posted, on or about Monday,
15 April 2013, to all shareholders recorded in the register
as such on the Record Date.

Cape Town
22 February 2013

Sponsor and Corporate adviser:    PSG Capital (Proprietary)
Limited

Independent reporting accountants: Deloitte & Touche

Underwriter: PSG Financial Services Limited

Date: 22/02/2013 01:09:00 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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