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CURRO HOLDINGS LIMITED - Declaration Announcement In Respect Of The Curro Rights Offer

Release Date: 18/02/2014 08:31
Code(s): COH     PDF:  
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

Shareholders are hereby advised that Curro intends to raise
R589 594 780 by way of an underwritten renounceable rights
offer (“the Rights Offer”) of 29 479 439 new Curro ordinary
shares (“Rights Offer Shares”) to qualifying shareholders
at a subscription price of 2000 cents per Rights Offer
Share, in the ratio of 1 Rights Offer Share for every 10
Curro ordinary shares held on the Rights Offer record date,
which is anticipated to be on or about Friday, 30 May 2014
(“the Record Date”).

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, 29 479 439 new ordinary
shares (“Rights Offer Shares”) will be offered to Curro
shareholders recorded in Curro’s share register at the
close of business on the Record Date, at a subscription
price of 2000 cents per Rights Offer Share, in the ratio of
1 Rights Offer Share for every 10 Curro shares held.

The Rights Offer price represents a discount of 29.4% to
the 30 day volume-weighted average traded price of Curro
shares on the JSE Limited (“JSE”) as at 17 February 2014,
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 57.1% of the issued
share capital of Curro.

The balance of the Rights Offer will be underwritten by
PSG Financial Services (“Underwriter”), representing 42.9%
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 2013. The directors of Curro
are responsible for the preparation of the unaudited pro
forma financial information:

                    Reviewed      Unaudited       Percentage
                    financial     pro forma         change
                   information      financial
                      before      information
                   Rights Offer   after Rights
                                      Offer

Net asset value          529.2       661.7           25
per share
(cents)
Net tangible             405.0       547.8           35
asset value per
share (cents)
Basic earnings           13.2         15.0           14
per share
(cents)
Diluted earnings         13.1         14.9           14
per share
(cents)
Basic headline           13.1         14.9           14
earnings per
share (cents)
Diluted headline         13.0         14.8          1.4
earnings per
share (cents)
Number of shares
issued (‘000)
Basic                294 794.4     324 273.8         10
Diluted              301 676.6     331 156.0         10

Weighted average
number of shares
issued (‘000)
Basic                281 199.6     304 356.6         8
Diluted              283 553.6     306 710.6         8

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 2013.
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 2013.
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 2013.
     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 2013.
4.   29 479 439 Rights Offer shares are assumed to have been
     issued at a subscription price of 2000 cents per Rights
     Offer share in the ratio of 1 Rights Offer shares for
     every 10 Curro shares held pursuant to the Rights Offer
     thereby raising capital of R589 594 780.
5.   The net proceeds of the Rights Offer after deduction of
     estimated transaction costs of R 7.2 million have been
     assumed to have been utilised for the repayment of debt
     and credit facilities with the remainder invested in
     cash.
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 2013 for
     statement   of    financial   position   purposes,   and
     implemented on 1 January 2013 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 Record Date for the Rights Offer is anticipated to be
on or about Friday, 30 May 2014 and the anticipated closing
date of the Rights Offer is expected to be on or about mid-
June 2014.

The salient dates and times relating to the Rights Offer
will be published in due course.

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.

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 to all shareholders
recorded in the register as such on the Record Date.

Cape Town
18 February 2014
Sponsor and Corporate adviser:    PSG Capital (Proprietary)
Limited

Underwriter: PSG Financial Services Limited

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