Wrap Text
Rights Offer salient dates
LABAT AFRICA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/001616/06)
(“Labat” or “the company”)
ISIN Code: ZAE 000018354 Share code: LAB
SALIENT DATES AND PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED RIGHTS
OFFER AND DISPOSAL OF THE SAMES PROPERTY, AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are referred to the SENS announcements dated 13 September 2013, 10
October 2013, and 19 November 2013 relating, inter alia, to the partially underwritten
renounceable rights offer to raise R30 331 803 through the issue of 202 212 023 Shares at an
issue price of 15 cents per Share, in the ratio of 100 Rights Offer Shares for every 100 Shares
held, at a subscription price of 15 cents per share (“the rights offer”) and the disposal of the
SAMES property to a third party (“the Disposal”). It was further announced that the Disposal
would require shareholder approval
2. Salient dates relating to the rights offer and the disposal of the SAMES property
2014
Last day to trade in Shares in order to participate in the Rights Offer
Friday, 21 February
(cum entitlement)
Shares commence trading ex-entitlement at 09:00 on Monday, 24 February
Listing of and trading in the Letters of Allocation on the JSE under the
Monday, 24 February
code LABN and ISIN ZAE000185112 commences at 09:00 on
Record Date for the Rights Offer Friday, 28 February
Circular and Form of Instruction, where applicable, posted to
Monday, 3 March
Shareholders
Rights Offer opens at 09:00 on Monday, 3 March
Letters of Allocation credited to an electronic account held at the
Monday, 3 March
Transfer Secretaries in respect of holders of Certificated Shares
CSDP or Broker accounts credited with entitlements in respect of
Monday, 3 March
holders of Dematerialised Shares
Last day for trading Letters of Allocation on the JSE Thursday, 13 March
Listing of Rights Offer Shares and trading therein on the JSE
Friday, 14 March
commences at 09:00 on
Rights Offer closes 12:00 on (See notes 3 and 4) Thursday, 20 March
Payment to be made and Form of Instruction to be lodged with the
Thursday, 20 March
Transfer Secretaries by holders of Certificated Shares by 12:00
Record date for the Letters of Allocation Thursday, 20 March
Rights Offer Shares issued Monday, 24 March
CSDP or Broker accounts in respect of holders of Dematerialised
Shares debited with money and updated with Rights Offer Shares and
Monday, 24 March
share certificates posted to Certificated Shareholders by registered
post on or about
Results of the Rights Offer announced on SENS Monday, 24 March
Results of the Rights Offer published in the press Tuesday, 25 March
CSDP or Broker accounts in respect of holders of Dematerialised
Shares debited and updated with Excess Share Allocations, if any, and
share certificates or refund cheques, if applicable, posted to
Wednesday, 26 March
Certificated Shareholders by registered post on or about
GENERAL MEETING TIMETABLE
Record date to determine which shareholders are Friday, 13 December 2013
entitled to receive the Circular
Last day to trade in order to be eligible to vote Friday, 3 January 2014
Record date in order to be eligible to vote Friday, 10 January 2014
Last day for receipt of proxy forms by 10h00 on Wednesday, 15 January 2014
General meeting to be held at 10h00 on Friday, 17 January 2014
Results of general meeting to be published on SENS by Friday, 17 January 2014
Results of the general meeting published in the press and
Monday, 20 January 2014
special resolutions submitted to CIPC on
Special resolutions, new authorised share capital certificate
Wednesday, 12 February 2014
expected to be registered by CIPC by
Finalisation data in relation to the conversion of shares to
Friday, 14 February 2014
no par value shares announced on SENS by no later than
Finalisation announcement in the press by no later than Monday, 17 February 2014
Notes:
1. Share certificates in respect of Shares may not be dematerialised or rematerialised
between Monday, 24 February 2014 and Friday, 28 February 2014, both days inclusive.
2. A CSDP will effect payment on a delivery versus payment method in respect of Qualifying
Shareholders holding Dematerialised Shares.
3. If you are a Qualifying Shareholder holding Dematerialised Shares you are required to
notify your duly appointed CSDP or Broker of your instructions in respect of the Rights
Offer in the manner and time stipulated in the custody agreement governing the
relationship between yourself and your CSDP or Broker.
4. Unless otherwise indicated, all dates and times are South African dates and times.
5. An updated circular, together with a copy of this circular and a Form of Instruction, will be
sent to shareholders after the first record date of the rights offer.
6. Shareholders are advised that the salient dates for the Rights Offer are dependent on the
timeous registration of the resolutions by CIPC. Any changes to the salient dates will be
announced on SENS and included in the update circular.
3. Pro forma financial effects of the Rights offer and the SAMES property disposal
The pro forma financial effects, adjusted by an issue of Shares post year end under the
Company’s general authority, have been prepared to illustrate the impact of the proposed
Rights Offer and the SAMES Property Disposal on the reported financial information of Labat
for the period ended 28 February 2013, had the proposed Rights Offer and SAMES Property
Disposal occurred on 1 March 2012 for statement of comprehensive income purposes and on
28 February 2013 for statement of financial position purposes. The pro forma financial effects
have been prepared using accounting policies that comply with IFRS and that are consistent
with those applied in the audited results of Labat for the period ended 28 February 2013.
The pro forma financial effects set out below are the responsibility of Labat’s directors and
have been prepared for illustrative purposes only and because of their nature may not fairly
present the financial position, changes in equity, and results of operations or cashflows of
Labat after the issue of shares for cash under the Company’s general authority that was
undertaken shortly after the year end, the Rights Offer and the SAMES Property Disposal.
Combined Pro forma financial effects for the period ended 28 February 2013
Pro forma
Pro forma after the
Pro forma after the issue for
Audited after the issue for cash, rights
28 February issue for cash and offer and %
2013 cash rights offer Disposal Change
“A” “B” “C” “D” “E”
Loss per share
(cents) (0.46) (0.44) 0.07 (2.89) (534.91%)
Headline loss per
share (cents) (0.46) (0.44) 0.07 0.07 116.06%
Net asset value per
share (cents) 0.70 1.05 7.76 6.36 809.24%
Net tangible asset
value per share
(cents)* 0.70 1.05 7.76 6.36 809.24%
Weighted average
number of shares in
issue (000)
(assumed fully
diluted) 197 154 482 202 212 023 404 424 046 404 424 046 105.13%
Shares in issue at
period end 197 154 482 202 212 023 404 424 046 404 424 046 105.13%
Notes and assumptions:
1. Column “A” is extracted from the Company's audited published results for the
period ended 28 February 2013.
2. The “B” column reflects shares issued for cash totalling R750 000 as extracted
from the management accounts, issued under the general authority by Labat to a
number of parties as disclosed in Appendix E, which shares were issued after 28
February 2013 and prior to the Rights Offer. The Company issued 5 057 541
shares for cash at an average price of 14.8293 cents per share under its general
authority. The increase in issued share capital will not have a continuing effect
on the earnings per share calculation. The settlement of outstanding liabilities
through the issue of the shares has a once off effect on the statement of financial
position.
3. Column “C” assumes that the R30 331 803 Rights Offer proceeds were received
at the beginning of the period for statement of comprehensive income purposes
and that the interest savings were realised over the twelve month period. The
interest saving will have a continuing effect.
4. The pro forma information assumes that the Rights Offer will be fully subscribed,
resulting in 202 212 023 new shares being issued at 15 (fifteen) cents a share,
generating Rights Offer Proceeds totalling approximately R30 331 803. The
increase in issued capital and equity will have a continuing effect on the
calculation of the earnings per share due to the increased number of shares in
issue. The increased capital raised will have a once off effect on the statement
of financial position.
5. Column “C” column for the statement of financial position purposes assumes the
Rights Offer Proceeds of R30 331 803 were received in cash as at 28 February
2013, net of costs, and were assumed to be applied to settling the shareholder
loan of R7 751 022, other financial liabilities of R11 757 103, outstanding
creditors of R2 591 278, and the balance applied to cash and cash equivalents.
The rights offer proceeds will have a once off effect on the statement of financial
position. The settlement of interest bearing liabilities with the proceeds of the
rights offer will have a continuing effect on the statement of comprehensive
income.
6. Transaction costs in relation to the circular of R1 091 231.32 have been
assumed to be off set against share capital. These costs will have a once off
effect on Labat.
7. Notional taxation of 28% has been assumed, where applicable.
8. Column “D” shows the impact of the general issue, the rights offer and the
disposal of the SAMES Property for a consideration of R18 800 000 on the
statement of financial position. No impact on the statement of comprehensive
income has been assumed, other than the assumption that inter-company rental
of R90 000 per month that would have been paid in the event that the property
was sold to a third party, the loss on disposal of the SAMES Property of R12
003 765, and the reversal of the depreciation charge.
9. Column “D” shows the combined effects of the general issue of shares for cash
and the rights offer.
10. Column “E” reflects the percentage derived by dividing Column “D” by Column
“A”.
Pro forma financial effects of the full Rights Offer for the period ended 28
February 2013
Annexure 3 contains the pro forma financial effects if the full amount was raised by the
Rights Offer. The table below presents the pro forma effects of the full proceeds from
the Rights Offer being received as though the post balance sheet issue of shares for
cash had occurred as well as the underwritten amount of the rights offer being received,
but excludes the effects of the SAMES Disposal:
Audited Pro forma Pro forma
28 after the after the
February issue for Rights Offer
2013 cash “C” % Change
“A” “B” “D”
Loss per share (cents) (0.46) (0.44) 0.07 114.32%
Headline loss per share
(cents) (0.46) (0.44) 0.07 114.32%
Net asset value per share
(cents) 0.70 1.05 7.76 1 009.27%
Net tangible asset value
per share (cents)* 0.70 1.05 7.76 1 009.27%
Weighted average number
of shares in issue (000)
(assumed fully diluted) 197 154 482 202 212 023 404 424 046 105.13%
Shares in issue at period
end 197 154 482 202 212 023 404 424 046 105.13%
Notes and assumptions:
1. Column “A” is extracted from the Company's audited published results for the
period ended 28 February 2013.
2. The “B” column reflects shares issued for cash totalling R750 000 as extracted
from the management accounts, issued under the general authority by Labat to a
number of parties as disclosed in Appendix E, which shares were issued after 28
February 2013 and prior to the Rights Offer. The Company issued 5 057 541
shares for cash at an average price of 14.8293 cents per share under its general
authority. The increase in issued share capital will not have a continuing effect
on the earnings per share calculation. The settlement of outstanding liabilities
through the issue of the shares has a once off effect on the statement of financial
position.
3. The pro forma information assumes that the Rights Offer will be fully subscribed,
resulting in 202 212 023 new shares being issued at 15 (fifteen) cents a share,
generating Rights Offer Proceeds totalling approximately R30 331 803. The
increase in issued capital and equity will have a continuing effect on the
calculation of the earnings per share due to the increased number of shares in
issue. The increased capital raised will have a once off effect on the statement
of financial position.
4. Column “C” assumes that the R30 331 803 Rights Offer proceeds were received
at the beginning of the period for statement of comprehensive income purposes
and that the interest savings were realised over the twelve month period. The
interest saving will have a continuing effect.
5. Column “C” column for the statement of financial position purposes assumes the
Rights Offer Proceeds of R30 331 803 were received in cash as at 28 February
2013, net of costs, and were assumed to be applied to settling the shareholder
loan of R7 751 022, other financial liabilities of R11 757 103, outstanding
creditors of R2 591 278, and the balance applied to cash and cash equivalents.
The rights offer proceeds will have a once off effect on the statement of financial
position. The settlement of interest bearing liabilities with the proceeds of the
rights offer will have a continuing effect on the statement of comprehensive
income.
6. Transaction costs in relation to the circular of R1 091 231.32 have been
assumed to be offset against share capital. These costs will have a once off
effect on Labat.
7. Notional taxation of 28% has been assumed, where applicable.
8. Column “D” reflects the percentage derived by dividing Column “C” by Column
“A”.
Pro forma financial effects of the underwritten amount of the Rights Offer for the
period ended 28 February 2013
In addition, Annexure 3 contains the pro forma financial effects if the underwritten
amount was raised by the Rights Offer. The table below presents the pro forma
effects of the underwritten amount of the Rights Offer being received as though the
post balance sheet issue of shares for cash had occurred as well as the underwritten
amount of the rights offer being received, but excludes the effects of the SAMES
Disposal:
Pro forma
after the
underwritten
Pro forma amount
Audited after the received
28 February issue for from the %
2013 cash Rights Offer Change
“A” “B” “C” “D”
Loss per share (cents) (0.46) (0.44) 0.10 122.82%
Headline loss per share
(cents) (0.46) (0.44) 0.10 122.82%
Net asset value per share
(cents) 0.70 1.05 3.46 395.04%
Net tangible asset value
per share (cents)* 0.70 1.05 3.46 395.04%
Weighted average
number of shares in issue
(000) (assumed fully
diluted) 197 154 482 202 212 023 253 885 503 28.77%
Shares in issue at period
end 197 154 482 202 212 023 253 885 503 28.77%
Notes and assumptions:
1. Column “A” is extracted from the Company's audited published results for the
period ended 28 February 2013.
2. The “B” column reflects shares issued for cash totalling R750 000 as extracted
from the management accounts, issued under the general authority by Labat to a
number of parties as disclosed in Appendix E, which shares were issued after 28
February 2013 and prior to the Rights Offer. The Company issued 5 057 541
shares for cash at an average price of 14.8293 cents per share under its general
authority. The increase in issued share capital will not have a continuing effect
on the earnings per share calculation. The settlement of outstanding liabilities
through the issue of the shares has a once off effect on the statement of financial
position.
3. The pro forma information assumes that the underwritten amount is raised by the
Rights Offer resulting in 51 673 480 new shares being issued at 15 (fifteen) cents
a share, generating Rights Offer Proceeds totalling approximately R7 751 022.
The increase in issued capital and equity will have a continuing effect on the
calculation of the earnings per share due to the increased number of shares in
issue. The increased capital raised will have a once off effect on the statement
of financial position.
4. Column “C” assumes that the R7 751 022 Rights Offer proceeds were received
at the beginning of the period for statement of comprehensive income purposes
and that the interest savings were realised over the twelve month period. The
interest saving will have a continuing effect.
5. Column “C” column for the statement of financial position purposes assumes the
Rights Offer Proceeds of R7 751 022 were received in cash as at 28 February
2013, net of costs, and were assumed to be applied to settling the shareholder
loan of R7 751 022. The rights offer proceeds will have a once off effect on the
statement of financial position. The settlement of interest bearing liabilities with
the proceeds of the rights offer will have a continuing effect on the statement of
comprehensive income.
6. Transaction costs in relation to the circular of R1 091 231.32 have been
assumed to be off set against share capital. These costs will have a once off
effect on Labat.
7. Notional taxation of 28% has been assumed, where applicable.
8. Column “D” reflects the percentage derived by dividing Column “C” by Column
“A”.
Pro forma financial effects of the SAMES Disposal for the period ended 28
February 2013
The table below presents the pro forma effects of the SAMES Disposal as though the
post balance sheet issue of shares for cash had occurred as well as the SAMES
Disposal, but excludes the effects of the Rights Offer:
Pro forma after
Pro forma the issue for
Audited after the cash and
28 February issue for SAMES
2013 cash Disposal % Change
“A” “B” “C” “D”
Loss per share (cents) (0.46) (0.44) (6.36) (1 295.96%)
Headline loss per share
(cents) (0.46) (0.44) (0.43) 5.98%
Net asset value per share
(cents) 0.70 1.05 (1.74) (349.52%)
Net tangible asset value
per share (cents)* 0.70 1.05 (1.74) (349.52%)
Weighted average
number of shares in issue
(000) (assumed fully
diluted) 197 154 482 202 212 023 202 212 023 2.57%
Shares in issue at period
end 197 154 482 202 212 023 202 212 023 2.57%
Notes and assumptions:
1. Column “A” is extracted from the Company's audited published results for the
period ended 28 February 2013.
2. The “B” column reflects shares issued for cash totalling R750 000 as extracted
from the management accounts, issued under the general authority by Labat to a
number of parties as disclosed in Appendix E, which shares were issued and
listed after 28 February 2013 and prior to the disposal of the SAMES property.
The Company issued 5 057 541 shares for cash at an average price of 14.8293
cents per share under its general authority. The increase in issued share capital
will not have a continuing effect on the earnings per share calculation. The
settlement of outstanding liabilities through the issue of the shares has a once off
effect on the statement of financial position.
3. Transaction costs in relation to the circular of R1 091 231.32 have been
assumed to be off set against share capital. These costs will have a once off
effect on Labat.
Notional taxation of 28% has been assumed, where applicable.
4. Column “C” shows the impact of the general issue and the disposal of the
SAMES Property for a consideration of R18 800 000 on the statement of
financial position. Values associated with the SAMES Property have been
extracted from the Annual Financial Statements for the year ended 28 February
2013. No impact on the statement of comprehensive income has been assumed,
other than the assumption that inter-company rental of R90 000 per month that
would have been paid in the event that the property was sold to a third party, the
loss on disposal of the SAMES Property of R12 003 765, and the reversal of the
depreciation charge.
6. Column “D” shows the combined effects of the general issue of shares for cash
and the rights offer.
7. Column “D” reflects the percentage derived by dividing Column “C” by Column
“A”
4. Update to the SAMES Property disposal
Shareholders are advised that further to the announcement on SENS dated 19 November
2013, where it was announced that a valuation report was obtained from an external
independent property valuer which valued at the property at R16 750 000, the JSE requested
that a new external independent property valuer be appointed as the valuer was not deemed
to be independent. The new external independent valuer’s report indicated a property value of
R19 000 000.
5. Further Notices
The Rights Offer and Disposal circular, incorporating revised listing particulars and the notice
of General Meeting was posted to Labat shareholders, recorded as such on the record date of
13 December 2013, on 27 December 2013. An update circular will be posted to entitled
shareholders, recorded as such at the record date for the Rights Offer, on or about 3 March
2014
6. Withdrawal of Cautionary
Given that the final terms, salient dates and pro forma financial effects of the Rights Offer and
Disposal have now been finalised and announced, Labat shareholders are no longer required
to exercise caution when dealing in their Labat shares.
Johannesburg
30 December 2013
Sponsor
Arcay Moela Sponsors Proprietary Limited
Date: 30/12/2013 01:12:00 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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