INFRASORS HOLDINGS LIMITED - Infrasors specific issue of shares for cash

Infrasors specific issue of shares for cash

Infrasors Holdings Limited


(Incorporated in the Republic of South Africa)


(Registration number 2007/002405/06)


Share code: IRA ISIN: ZAE 000101507


(“Infrasors” or “the Company”)



1.      Infrasors specific issue of shares for cash


Shareholders are referred to the announcement on SENS on 18 March 2014, whereby
details of the proposed Specific Repurchase of Shares was announced. Should the
Specific Repurchase be approved by shareholders the Company will need to ensure
that that they satisfy the Black economic empowerment requirements as per the
Department of Mineral Resources.

Shareholders are therefore advised that the company has reached agreement with Joe
Kalo Investments (Proprietary) Limited (“Joe Kalo Investments”) to allot and issue
4 790 000 Infrasors ordinary shares for a cash subscription price of R1.00 per
Infrasors share (“the Infrasors specific issue”). The Infrasors specific issue will
be implemented in terms of a specific issue of shares for cash and will thus
require Infrasors shareholder approval. Furthermore the Specific Issue is subject
to the approval by shareholders of the Specific Repurchase of shares from the
Infrasors Empowerment Trust.


The terms of the Infrasors specific issue were agreed on 24 January 2014, at which
time the 30 day volume weighted average price of an Infrasors share traded on the
JSE was R1.00 per share, up to and including 24 January 2014.


The issue of shares will be subject to the approval of the proposed Specific
Repurchase and subsequently the approval by Shareholders of the Specific issue of
shares for cash.


2.      Rationale

The shares were issued to Joe Kalo Investments for cash, as part of a black
economic empowerment transaction. This transaction will ensure that the Infrasors
black shareholding exceeds 26%. The minimum of 26% black shareholding is a mining
license requirement of the Department of Mineral Resources. Johannes Mzamo Kalo is
the only director of Joe Kalo Investments and the beneficiaries are Johannes Mzamo
Kalo and Nonceba Robertha Kalo.



3.      Related Party Issue


Johannes Mzamo Kalo is a director of various Afrimat Limited subsidiaries. Afrimat
is a material shareholder of Infrasors, and is therefore considered a related party
under section 10.1 (b) (ii) of the JSE Listing Requirements (“Listing
Requirements”). As the issue price is not at a discount to the 30 day VWAP prior to
the date on which the terms of the share issue was agreed, being 24 January 2014,
the specific issue will not require a fairness opinion in terms of section 5.51
(f)(ii) of the Listing Requirements.



4.           Financial Information


The unaudited pro-forma financial effects set out in the tables below have been
prepared to assist Infrasors shareholders to assess the impact of the transaction
on the earnings per share (“EPS”) and diluted EPS, headline EPS ("HEPS") and
diluted headline EPS. HEPS and the net asset value ("NAV") and the tangible NAV
("TNAV") per Infrasors ordinary share as at 28 February 2014 for the financial
period then ended. It has been assumed for the purposes of the pro-forma financial
effects that the Transaction took place with effect from 1 March 2013 for Statement
of Comprehensive Income purposes and at 1 March 2013 for Statement of Financial
Position purposes.


The pro-forma financial effects have been prepared for illustrative purposes only
and, because of their nature, they may not fairly present Infrasors’ restated
financial position at 28 February 2014 and the restated results of its operations
for the twelve months then ended.


The Directors are responsible for the preparation of the financial effects which
have not been reviewed by the auditors. The "After" column represents the effects
after the Transaction.



Per Infrasors share                  Before transaction   After transaction
EPS for the year ended 28            2.8                  2.8
February 2014
HEPS    for    the    year   ended   6.0                  6.0
28 February 2014
Diluted EPS for the year             2.8                  2.8
ended 28 February 2014
Diluted HEPS for the year            6.0                  6.0
ended 28 February 2014
NAV as        at     28   February   82.8                 83.3
2014
TNAV    as    at     28   February   81.2                 81.7
2014


Notes

        1. The “Before transaction” column reflects the basic earnings, diluted
           basic earnings, headline earnings, diluted headline earnings per
           Infrasors share for the year ended 28 February 2014 and the net asset
           value and the tangible net asset value per Infrasors share as at
           28 February 2014, after deducting the 4 790 000 Infrasors ordinary shares
           to be sold to Joe Kalo Investments.

        2. The “After transaction” column is based on the assumption that 4 790 000
           Infrasors ordinary shares will be sold to Joe Kalo Investments.
      3. Once-off transaction costs assumed of approximately R129 189 have been
         taken into account and charged to share premium. This comprises
         Securities Transfer Tax on the Infrasors shares issue and additional
         anticipated transaction costs.

      4. Loans payable to holding company have been decreased by R 4.790 million
         in the “After the Specific Repurchase” column to reflect the sale of
         Infrasors shares held in treasury to Joe Kalo Investments - the holding
         company will settle the purchase price on behalf of Joe Kalo Investments.

1.      General Meeting


Shareholders are referred to the announcement dated 18 March 2014 containing
details of the Infrasors Specific Repurchase. A circular, including a notice of
General Meeting, detailing the terms of both the Infrasors Specific Repurchase and
the Infrasors Specific Issue and actions required by shareholders will be posted to
shareholders in due course. Further announcements will be made as to any additional
relevant dates including the date of the General Meeting.




Johannesburg
1 July 2014
Sponsor: Bridge Capital Advisors (Pty) Limited

Date: 01/07/2014 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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