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ARDOR SA LIMITED - Update on Reverse Listing and Renewal of Cautionary Announcement

Release Date: 03/12/2013 07:05
Code(s): ARD     PDF:  
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Update on Reverse Listing and Renewal of Cautionary Announcement

Ardor SA Limited
(formerly Decillion Limited)
(Registration number: 1998/011692/06)
(Incorporated in the Republic of South Africa)
JSE code: ARD ISIN: ZAE000165569
("Ardor" or "the Company")


UPDATE ON REVERSE LISTING AND RENEWAL OF CAUTIONARY ANNOUNCEMENT


Shareholders are referred to the update on the Reverse Listing of Ardor announcement released
on SENS on 6 September and Cautionary Renewal Announcement on the 21 October 2013 and
are advised as follows:

Ardor has entered into a memorandum of agreement dated 6 November 2013 with African Focus
Property Fund Limited (“AFPFL”) whereby AFPFL has agreed to effectively provide an underwriting
platform for the Reverse Listing of Ardor, conditional on the provision of certain security and a sole
mandate for a period of six months to introduce further properties to Ardor.

The security will comprise of three repurchase guarantees by AAUG Insurance Company Limited
(“AAUG”) issued to the three vendor companies of the assets (namely Lashka 132 Limited, Ardor
Properties Proprietary Limited and Oakwood Fourways Development Proprietary Limited), a
pledge of the shares to be issued to the three vendor companies and an undertaking in respect of
the unissued shares in Ardor prior to subscriptions by the public.

It has been calculated that an investment of R300 900 000 is required to enable the originally
approved transactions in terms of the minimum portfolio to proceed and for the Company to be
unsuspended and this will be achieved by paying for the assets that Ardor has acquired in terms of
the agreements signed and as previously approved by shareholders in general meeting.

The three vendor companies have agreed to payment partly by the issue of Ardor shares at a
specified value of R197 900 000 and partly by payment in cash of R103 000 000, totalling
R300 900 000.

In terms of the general meeting of shareholders held on 28 August 2012, a total of 371 294 287
Ardor shares are approved to be issued for the acquisition of properties and raising of cash for
purposes of the Reverse Listing. As Reverse Listing was conditional on achieving a minimum
spread of shareholders, the vendors of the property assets (termed “sub-vendors”) have agreed to
accept Ardor shares in lieu of a cash payment. This issue of shares will be in addition to the
138 510 638, which will ensure that Ardor exceeds the originally announced minimum subscription
level of R360 000 000. Shareholders are reminded that Ardor entered into three agreements with
the three vendors (which were approved by the Ardor shareholders in general meeting), two of
which had in turn had entered into agreements to acquire various properties from separate sub-
vendors.

The shares for which the three vendors will subscribe in terms of the agreements will total
156 521 739, which are redeemable in cash in terms of a put option, which is underwritten by the
AAUG repurchase guarantees.

AFPFL will procure that those shares will be pledged to Bailey Energy Services Limited, which
entity will be the investor as a holder of last resort but those shares will be allotted to the public first
and the cash received will be paid to the vendors as described above after the transfer of the
assets prior to an eight week window (or 75 days) as described below.

AFPFL will subscribe for 138 510 638 in Ardor for R300 900 000.

In addition to the pledge of the shares to be issued to the three vendors, AFPFL will receive a put
option from Ardor as included in the vendor agreements (details of which will be announced
separately) as well as a put option from AAUG at a purchase price of R2.50 per share, which is
exercisable within 75 days of the investment being made.

In terms of the memorandum of agreement, AFPFL has committed to provide Ardor with cash of
R103 000 000 and bank guarantees of R197 900 000 until payment is due, subject to the
completion of the following conditions precedent:

1.    A cession by each vendor company of the three respective repurchase guarantees from
      AAUG;
2.    A pledge of the Ardor shares to be allotted to the three vendor companies;
3.    Repurchase guarantees have been issued by AAUG;
4.    Auditor’s certificate of solvency;
5.    Latest audited financial statements of Ardor;
6.    Updated schedule of rentals and operating costs for each property;
7.    Status report on each of the undeveloped properties;
8.    Confirmation from the company secretary that all minutes are up to date;
9.    Confirmation of the directors’ authority to issue shares and what the proceeds are intended
      to be applied for;
10.   Summary of outstanding commitments to directors;
11.   Confirmation that all the tax affairs and other statutory commitments are up to date; and
12.   Confirmation that all municipal dues and statutory commitments are up to date.

The Company is now awaiting confirmation of receipt of funds into an attorney trust account from
Bailey Energy Services Limited to AFPFL, which receipt of funds will trigger the acquisition of the
minimum portfolio and the Reverse Listing process. Thereafter, the company will be approaching
the JSE with regard to the above signed memorandum of agreement as well as the revival of the
three agreements previously approved by shareholders as to the JSE’s requirements and the way
forward. A further announcement will be made in due course.

Details of the put option agreement between AFPFL and Ardor will be announced once the
agreement has been entered into and the put option agreement will require the approval of Ardor
shareholders in general meeting.

Accordingly, shareholders are advised to continue to exercise caution when dealing in the
company’s securities until an announcement regarding the receipt of these funds is made.


JOHANNESBURG
02 December 2013

SPONSOR
Arcay Moela Sponsors Proprietary Limited

Date: 03/12/2013 07:05:00 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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