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General issues for cash
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”)
GENERAL ISSUES OF SHARES FOR CASH
1. INTRODUCTION
Shareholders are advised that RBA has raised R 2 890 651 in capital by three general issues
totaling 28 128 105 ordinary shares for cash at between 9.91 cents and 11.49 cents per
ordinary share from 5 June 2013 to 5 July 2013.
2. GENERAL ISSUES FOR CASH
2.1. Particulars of general issues
At the annual general meeting of the company held on 26 June 2012 and 25 June 2013, the
requisite majority of shareholders approved an ordinary resolution authorising the directors to
issue shares for cash in accordance with the Listings Requirements of JSE Limited (“the
Listings Requirements”).
As the issues of the new shares represent a 5.97% increase in the issued ordinary share
capital of the company, this disclosure is made in terms of section 11.22 of the Listings
Requirements:
-5 138 987 ordinary shares in the company were issued to public shareholders on 5 June
2013 at an issue price of 11.49 cents per ordinary share which represented a 2.55%
discount to the 30 day volume weighted average price (“VWAP”) for the period ended 2
May 2013, being the date the issue price was agreed upon by the directors.
-3 026 723 ordinary shares in the company were issued to public shareholders on 5 July
2013 at an issue price of 9.91 cents per ordinary share which represented a 10.0%
discount to the 30 day VWAP for the period ended 12 June 2013, being the date the issue
price was agreed upon by the directors.
-19 962 395 ordinary shares in the company were issued to public shareholders on 5 July
2013 at an issue price of 10.02 cents per ordinary share which represented a 10.0%
discount to the 30 day VWAP for the period ended 27 June 2013, being the date the issue
price was agreed upon by the directors.
2.2. Financial effects of the general issues of shares
The table below sets out the unaudited pro forma financial effects of the general issues of
shares for cash on the earnings, headline earnings, net asset value and tangible net asset
value per RBA share:
Before After Change
(1) (3) (5)
(cents) (cents) (%)
(2)
Earnings per share (cents) (2.35) (2.19) 6.57%
(2)
Headline earnings per share (cents) (0.88) (0.82) 6.57%
(4)
Net asset value per share (cents) 13.59 13.38 (1.51)%
(4)
Tangible net asset value per share (cents) 13.23 13.05 (1.39)%
Weighted average number of shares in issue 400 162 625 428 290 730
(„000)
Total shares in issue – excl. share incentive 429 976 189 458 104 294
scheme
Notes:
1. The “before” column is extracted from the audited results of RBA for the year ended 31 December 2012.
2. The earnings and headline earnings per share were calculated as if the issues took place on 1 January 2012.
3. The figures in the “after” column assume that the 28 128 105 shares were issued and the cash was received on 31
December 2012.
4. The net asset value and net tangible asset value per share were calculated as if the issues took place on 31
December 2012.
5. The "after” column net asset value and net tangible asset value per share have been adjusted to include the
estimated costs which have been charged to the statement of financial position in an amount of R 10 567 .
The pro forma financial effects above are the responsibility of the company?s directors and
have been prepared for the purposes of illustrating how the general issues for cash would
have affected the relevant financial results and position of RBA for the historical financial
period indicated and on a pro forma basis. Accordingly, such effects do not necessarily
represent a true reflection of the financial effects of the general issues on RBA?s current and
future earnings.
3. RATIONALE FOR THE GENERAL ISSUES FOR CASH
Funds raised from the general issues for cash will be used to pay outstanding creditors and
will assist in improving the statement of financial position of the company.
10 July 2013
Johannesburg
Designated Advisor
Exchange Sponsors
Date: 10/07/2013 11:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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