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Salient dates and updated pro forma financial effects of the proposed rights offer and renewal of cautionary announc
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 UPDATED PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED
RIGHTS OFFER AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
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 SAMES
Disposal”). It was further announced that the SAMES Disposal would require shareholder approval.
The SAMES Disposal was subsequently approved shareholders of the company at the General
Meeting held on 17 January 2014.
Shareholders are also referred to the announcement dated 14 February 2014 published on SENS
which postponed the salient dates in relation to the rights offer due to the delay in the registration of
the special resolutions by the Commissioner of Companies and Intellectual Property (CIPC). The
delay resulted in the company having to publish a supplementary circular to be posted to
shareholders to furnish them with new information relating to the corporate action. This requirement
was triggered mainly by the publishing of the company’s interim results for the six month period
ending 31 August 2013. The published interim results also necessitated the recalculation of the pro
forma financial effects of the rights offer as detailed below.
SALIENT DATES RELATING TO THE RIGHTS OFFER
2014
Last day to trade in Shares in order to participate in the Rights Offer (cum
Wednesday, 30 April
entitlement)
Shares commence trading ex-entitlement at 09:00 on Friday, 2 May
Listing of and trading in the Letters of Allocation on the JSE under the code
Friday, 2 May
LABN and ISIN ZAE000185112 commences at 09:00 on
Supplementary circular and Form of Instruction posted to shareholders on Monday, 5 May
Record Date for the Rights Offer Friday, 9 May
Circular posted to Dematerialised Shareholders Monday, 12 May
Rights Offer opens at 09:00 on Monday, 12 May
Letters of Allocation credited to an electronic account held at the Transfer
Monday, 12 May
Secretaries in respect of holders of Certificated Shares
CSDP or Broker accounts credited with entitlements in respect of holders of
Monday, 12 May
Dematerialised Shares
Last day for trading Letters of Allocation on the JSE Friday, 16 May
Listing of Rights Offer Shares and trading therein on the JSE commences at
Monday, 19 May
09:00 on
Rights Offer closes 12:00 on (See notes 3 and 4) Friday, 23 May
Payment to be made and Form of Instruction to be lodged with the Transfer
Friday, 23 May
Secretaries by holders of Certificated Shares by 12:00
Record date for the Letters of Allocation Friday, 23 May
Rights Offer Shares issued Monday, 26 May
CSDP or Broker accounts in respect of holders of Dematerialised Shares
debited with money and updated with Rights Offer Shares and share Monday, 26 May
certificates posted to Certificated Shareholders by registered post on or about
Results of the Rights Offer announced on SENS Monday, 26 May
Results of the Rights Offer published in the press Tuesday, 27 May
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 Certificated
Wednesday, 28 May
Shareholders by registered post on or about
Notes:
1. Share certificates in respect of Shares may not be dematerialised or rematerialised between
Friday, 2 May 2014 and Friday, 9 May 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.
UPDATED PRO FORMA FINANCIAL INFORMATION
The pro forma financial effects of the SAMES Disposal and the proposed Rights Offer were previously
disclosed in the circular dated 23 December 2013 and posted to shareholders. In accordance with
section 11.56 of the JSE Listing Requirements the Company is to publish supplementary information
when there has been a significant change affecting any matter contained in the circular. Due to the
company reaching its interim reporting period of 31 August 2013 the pro forma financial effects of the
transactions have been updated with the new financial information.
The financial statements for the 6 month period ended 31 August 2013 have already been adjusted
by the issue of shares for cash under the Company’s general authority (which was shown as an
adjustment in the pro forma financial effects in the circular dated 23 December 2013) and have been
prepared to illustrate the impact of the proposed Rights Offer and the SAMES Disposal on the
reported financial information of Labat for the period ended 31 August 2013, had the proposed Rights
Offer and SAMES Disposal occurred on 1 March 2013 for statement of comprehensive income
purposes and on 31 August 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 unaudited interim results of Labat for the period ended 31 August 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 Rights Offer and
the SAMES Disposal.
The pro forma financial effects have been prepared in accordance with the Listings Requirements and
the Guide on Pro Forma Financial Information issued by The South African Institute of Chartered
Accountants. These pro forma financial effects are the responsibility of the Board. The material
assumptions on which the pro forma financial effects are based are set out in the notes following the
table. The pro forma financial effects set out below should be read in conjunction with the report of
the Independent Reporting Accountants, which is included as Annexure 2 to this supplementary
information.
Pro forma financial effects for the period ended 31 August 2013 assuming full subscription of
the Right Offer.
The table below presents the pro forma effects, as adjusted by the effects of the SAMES Disposal
and of the full subscription amount of the Rights Offer being received
“A” “B” “C” “D”
Unaudited
6 months After After SAMES
31 August SAMES Disposal and
2013 Disposal Rights offer % Change
(1) (2) (3;4;5) (8)
Loss per share (cents) (0.75) (6.58) (3.29) (338)%
Headline loss per share (cents) (0.75) (0.93) (0.47) 38%
Net asset value per share
(cents) 0.30 (2.50) 5.98 1884%
Net tangible asset value per
share (cents)* 0.30 (2.50) 5.98 1884%
Weighted average number of
shares in issue (000) 202 212 023 202 212 023 404 424 046 100.00%
Shares in issue at period end 202 212 023 202 212 023 404 424 046 100.00%
Notes and assumptions:
1. Column “A” is extracted from the Company's published unaudited interim results for the period
ended 31 August 2013.
2. Column “B” for the statement of financial position purposes shows the effect of the SAMES
Disposal at a disposal consideration of R18 800 000. The full consideration of R18 800 000 has
been assumed to be received on 31 August 2013 as there are no costs associated with the
disposal and the disposal will be zero rated for VAT. Values associated with the SAMES Property
have been extracted from the Interim Financial Statements for the 6 months ended 31 August
2013. As detailed in Annexure 1, the disposal will result in the reversal of revaluation reserves of
R18 664 770 to retained income as well as the recognition of the loss on disposal of R7 706 629,
net of deferred taxation. Capital gains tax of R3 716 745 has been reflected as a charge net of
the reversal of the rental impact of R151 200 bringing the final figure to R3 565 545. These entries
will have a once off effect on Labat. Proceeds from the disposal were assumed to be applied to
settling other financial liabilities of R11 439 487 and outstanding creditors of R3 169 304, and the
balance applied to cash and cash equivalents. In addition, an adjustment has been made to
reflect the payment of rent to a third party as though the property had been sold at the beginning
of the period, with a notional taxation rate of 28% being assumed;
3. Column “D” for the statement of financial position purposes 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 pro forma information
assumes the rights offer is received in cash as at 31 August 2013, net of costs, and were assumed
to be applied to reducing the shareholder loan of R8 366 110 (through the capitalisation of the
underwritten amount of R7 751 022 and the balance in cash), and the balance of the Rights Offer
proceeds 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 immaterial liabilities that have
attracted interest with the proceeds of the rights offer will have a continuing effect on the statement
of comprehensive income. The increase in issued capital and equity will have a continuing effect
on the calculation of the earnings per share.
4. Transaction costs in relation to the Rights Offer of R1 091 231 have been assumed and the costs
has been netted against the share capital. These costs will have a once off effect on Labat.
5. Notional taxation of 28% has been assumed, where applicable.
6. Shares in issue have been adjusted for the 202 212 023 Rights Offer Shares to be issued.
7. Column “D” shows the combined effects of the Rights Offer and the SAMES Disposal.
8. Column “D” reflects the percentage derived by dividing Column “C” by Column “A”.
Pro forma financial effects of the minimum subscription amount of the Rights Offer for the
period ended 31 August 2013
In addition, the table below presents the pro forma effects, as adjusted by the effects of the SAMES
Disposal and of the minimum subscription amount of the Rights Offer being received:
“A” “B” “C” “D”
Unaudited After SAMES
6 months After SAMES Disposal and %
31 August 2013 Disposal Rights Offer Change
Loss per share (cents) (0.75) (6.58) (5.24) (598)%
Headline loss per share
(cents) (0.75) (0.93) (0.74) 1.4%
Net asset value per share
(cents) 0.30 (2.50) 1.07 253%
Net tangible asset value per
share (cents)* 0.30 (2.50) 1.07 253%
Weighted average number of
shares in issue (000) 202 212 023 202 212 023 253 885 503 26%
Shares in issue at period
end 202 212 023 202 212 023 253 885 503 26%
Notes and assumptions:
1. Column “A” is extracted from the Company's published unaudited interim results for the period
ended 31 August 2013.
2. Column “B” for the statement of financial position purposes shows the effect of the SAMES
Disposal at a disposal consideration of R18 800 000. The full consideration of R18 800 000 has
been assumed to be received at 31 August 2013 as there are no costs associated with the
disposal and the disposal will be zero rated for VAT. Values associated with the SAMES Property
have been extracted from the Interim Financial Statements for the 6 months ended 31 August
2013. The disposal will result in the reversal of revaluation reserves of R18 664 770 to retained
income as well as the recognition of the loss on disposal of R7 706 629, net of deferred taxation.
Capital gains tax of R3 716 745 has been reflected as a charge net of the reversal of the rental
impact of R151 200 bringing the final figure to R3 565 545. These entries will have a once off
effect on Labat. Proceeds from the disposal were assumed to be applied to settling other financial
liabilities of R11 439 487 and outstanding creditors of R3 169 304, and the balance applied to
cash and cash equivalents. In addition, an adjustment has been made to reflect the payment of
rent to a third party as though the property had been sold at the beginning of the period, with a
notional taxation rate of 28% being assumed;
3. Column “C” for the statement of financial position purposes assumes that the Rights Offer will
achieve the underwriting amount only, resulting in 51 673 480 new shares being issued at 15
(fifteen) cents a share, generating Rights Offer Proceeds totalling the underwritten amount of
approximately R7 751 022, received in cash as at 31 August 2013, net of costs. The increase in
issued capital and equity will have a continuing effect on the calculation of the earnings per share.
The increased capital raised will have a once off effect on the statement of financial position.
4. The proceeds of the Rights Offer would be utilised to repay a portion of shareholders’ loans by way
of a capitalisation of the loan amount.
5. Column “D” shows the combined effects of the minimum subscription of the rights offer and the
SAMES Disposal.
6. Column “D” reflects the percentage derived by dividing Column “C” by Column “A”.
RENEWAL OF CAUTIONARY
Shareholders are referred to the announcements released on SENS on 21 February 2014 and 7 April
2014 and are advised that the company is still in advanced negotiations with both international and
local companies in the Rail sector with a view to acquiring capacity in order to take advantage of
major Rail opportunities both in South Africa and Africa.
If negotiations are successfully concluded, it may have an effect on the price at which the company’s
securities trade. Shareholders are accordingly advised to exercise caution when dealing in the
company’s securities until a full announcement is made.
Johannesburg
29 April 2014
Sponsor
Arcay Moela Sponsors Proprietary Limited
Date: 29/04/2014 10:24:00 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
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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,
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