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ACTIONS TO REDUCE SHORT TERM DEBT AND NOTICE
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”)
ACTIONS UNDERTAKEN TO REDUCE SHORT TERM DEBT AND IMPROVE THE LIQUIDITY OF
THE COMPANY AND NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 71 OF
2008
Shareholders are being informed of the following actions undertaken by the company in order to further reduce
the short term debt of the company and to further improve the liquidity position of the company:
1. RIGHTS ISSUE
On 2 April 2013 the company announced on SENS that the Board of the company had resolved to undertake
a rights offer of 125 000 000 shares at 8 cents per share to raise R10 million. Shareholders were informed
that the rights offer would be partially underwritten by a management consortium led by the CEO, AJ
Rothman, in the amount of R 3.5 million.
Shareholders are now being informed that the rights offer has been further underwritten to a total of R 9
million and the expectation is that some of the existing shareholders will follow their rights thus achieving the
target of raising R10 million.
A further detailed announcement will be made in due course.
2. DISPOSAL AND LEASE BACK OF RBA OFFICE BUILDING SITUATED ON ERF 4610
BRAAMFONTEIN
2.1 INTRODUCTION
RBA Developments (Pty) Ltd, a subsidiary of RBA, has accepted an offer on 26 April 2013 to sell the RBA
office building situated on Erf 4610 Braamfontein (“the property”) (“the disposal”) to Jika Properties (Pty) Ltd
(“the purchaser”).
2.2 RATIONALE FOR DISPOSAL
RBA does not occupy or require the entire office building situated on the property (“the building”). In terms of
the sale agreement entered into with the purchaser, RBA will lease back the portion of the building required
by it and the purchaser will be responsible for the refurbishment of the building. The proceeds from the sale
will provide a cash flow injection and will be utilised to settle certain liabilities.
2.3 DESCRIPTION OF THE PROPERTY
The property is situated at 96 Jorissen Street, Braamfontein
2.4 MAIN TERMS AND CONDITIONS OF THE DISPOSAL
2.4.1 The purchase price for the property is R 16 750 000 (net of commission);
2.4.2 A lease agreement is to be entered into with the purchaser for 1 466.4 m2 (approximately half of
the office space in the building) at a market related rental for a period of 5 years; and
2.4.3 Should the property be sold during the lease period, RBA has the right of first refusal to acquire
the property on the same terms and conditions.
2.5 UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL
The unaudited pro forma financial effects set out below are provided for illustrative purposes only to provide
information about how the disposal may have impacted on RBA’s results and financial position. The pro
forma financial effects have been prepared in accordance with International Financial Reporting Standards.
Due to the nature of the unaudited pro forma financial information, it may not give a fair presentation of the
company’s results and financial position after the disposal. The unaudited pro forma financial effects are
based on the reviewed financial information of RBA for the year ended 31 December 2012. The directors of
RBA are responsible for the preparation of the unaudited pro forma financial effects.
Before the Pro forma After the
disposal disposal reviewed
reviewed 31 31 December
December 2012
2012 Change
Earnings per share (cents) (2.35) (1.56) 33,59%
Headline earnings per share (cents) (0.88) (0.86) 1,87%
Net asset value per share (cents) 13.59 14.31 5,29%
Net tangible asset value per share (cents) 13.23 13.95 5,43%
Weighted average shares in issue 400,162,625 400,162,625
Number of shares in issue at period end 429,976,189 429,976,189
Notes:
(1) For the purpose of calculating the earnings and headline earnings per share, it is assumed that the
disposal was implemented on 1 January 2012 and for the purpose of calculating the net asset value
and the net tangible asset value per share, it is assumed that the disposal was implemented on 31
December 2012.
(2) The "Before the disposal" column has been extracted without adjustment, from the reviewed results
of RBA for the period ended 31 December 2012.
(3) The "After the disposal" earnings per share includes a net profit on the disposal of R 3.09 million, a
net annual interest saving of R 0.9 million and an additional net annual rental expense of R 0.8
million . The net profit of R 3.09 million on disposal has been excluded for the calculation of headline
earnings per share.
(4) The "After the disposal" net asset value and net tangible asset value per share have been adjusted
to exclude the value of the property.
2.6 CATEGORISATION OF THE DISPOSAL
The disposal is categorised, in terms of the JSE Limited’s Listings Requirements, as a Category 2 transaction
and does not require shareholders’ approval.
3. NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT NO 71 OF 2008
On 28 June 2012 the shareholders of RBA approved a special resolution authorising the board of directors of
RBA to provide financial assistance to related and inter-related companies.
The Board has on 22 April 2013, pursuant to this authorisation and in accordance with section 45 of the
Companies Act, No 71 of 2008 (“the Act”), resolved to provide a surety to one of its subsidiary companies to
secure bridging finance required by the subsidiary company for liquidity purposes. The financial assistance
provided to the subsidiary company exceeds one-tenth of one percent of RBA’s net worth and therefore
shareholders are informed accordingly in terms of section 45(5) of the Act.
30 April 2013
Johannesburg
Designated Adviser
Exchange Sponsors
Date: 30/04/2013 03:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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