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.