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General issue of shares for cash and further cautionary announcement
Tradehold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/009054/06)
JSE code: TDH
ISIN: ZAE000152658
("Tradehold" or "the Company")
ANNOUNCEMENT REGARDING A GENERAL ISSUE OF SHARES FOR CASH AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Tradehold shareholders are advised that the Company has issued a total of 14,366,844 new
ordinary shares with a par value of 1 cent each in the share capital of the Company ("Issue
Shares") in terms of a general authority to issue shares for cash granted at the Company’s annual
general meeting which was held on 5 August 2013 and the general meeting held on 3 March
2014 and in compliance with the limitations related thereto ("the Cash Issue").
2. Details regarding the Cash Issue
The Cash Issue comprises the following three tranche issues being:
- 1,071,429 Issue Shares at an issue price of R14.00 per ordinary share representing a total
cash consideration of R15,000,006;
- 7,433,346 Issue Shares at an issue price of R14.43 per ordinary share representing a total
cash consideration of R107,263,185; and
- 5,862,069 Issue Shares at an issue price of R14.50 share representing a total cash
consideration of R85,000,000,
Accordingly the collective cash raised in terms of the Cash Issue amounts to R207,263,191.
The Issue Shares were issued to "public shareholders" and not to "related parties" as defined in
the JSE Limited Listings Requirements.
The Issue Shares have been issued equal to (i.e. issued at a 0% premium or discount) to the 30-
day volume weighted average price of Tradehold’s ordinary shares as traded on the exchange
operated by the JSE Limited ("the JSE") for the 30 business days immediately prior to the dates
on which agreement for the subscription of Issue Shares was reached on 10 June 2014, 17 June
2014 and 23 June 2014.
The Issue Shares rank pari passu with the existing Tradehold ordinary shares in issue.
3. Application of proceeds of the Cash Issue
The proceeds of the Cash Issue will be utilised to fund the development of commercial properties
in Sub-Saharan Africa (outside of South Africa).
4. Financial effects of the Cash Issue
Based on Tradehold's annual financial results for the year ended 28 February 2014, the
unaudited pro forma financial effects ("Financial Effects") of the Cash Issue on Tradehold's
earnings per share ("EPS"), headline earnings per share ("HEPS"), diluted earnings per share
(“DEPS”), diluted headline earnings per share (“DHEPS”), net asset value per share ("NAV") and
net tangible asset value ("NTAV") are set out below.
The Financial Effects are prepared for illustrative purposes only, and because of their nature, may
not give a fair presentation of Tradehold's financial position or the effect and impact of the Cash
Issue. The Financial Effects are the responsibility of Tradehold's board of directors.
Before the Adjustments 2 After the %
Cash Issue 1 Cash Issue 3 change 4
5 4.61 -0.505 4.11 -11%
EPS (pence)
5 4.61 -0.505 4.11 -11%
DEPS (pence)
5 4.46 -0.489 3.98 -11%
HEPS (pence)
5 4.46 -0.489 3.98 -11%
DHEPS (pence)
6 71.7 -0.4 71.3 -0.1%
NAV (pence)
6 71.7 -0.4 71.3 -0.1%
NTAV (pence)
Actual number of ordinary 141 233 577 14 366 844 155 600 421 10%
shares in issue
Diluted weighted average 141 233 577 14 366 844 155 600 421 10%
number of ordinary shares in
issue
Notes:
1. Based on Tradehold’s annual financial results for the year ended 28 February 2014.
2. The "Adjustments" column reflects the pro forma adjustments in respect of the Cash Issue.
3. The "After the Cash Issue" takes into account the impact of item 2) above.
4. The "% Change" column is measured as the "Adjustments" column as a percentage of the
"Before the Cash Issue" column.
5. In calculating the Financial Effects on EPS, DEPS, HEPS and DHEPS, it was assumed that
the Cash Issue was implemented on 1 March 2013 for purposes of the statement of
comprehensive income.
6. In calculating the Financial Effects on NAV and NTAV, it was assumed that the Cash Issue
was implemented on 28 February 2014 for statement of financial position purposes
5. Shares in issue
The Issue Shares are expected to be listed on the JSE on or about 17 July 2014. Following the
Cash Issue, Tradehold will have a total of 155 600 421 ordinary shares in issue.
6. Further cautionary announcement
Tradehold has entered into a conditional memorandum of understanding (“MoU”) with the
KwaZulu-Natal-based Collins Property Projects (Pty) Ltd, part of the Collins group of companies
(the “Collins Group”). This fourth-generation family-owned property development business has
built up an excellent track record as regards the development and management of commercial
properties across Southern Africa and beyond. In terms of the MoU, Tradehold will acquire the
bulk of the Collins Group’s international (non-South African) commercial property portfolio that
includes assets in the UK, Namibia, Botswana, Zambia and Mozambique. The intention is to
settle the purchase consideration through an issue of new Tradehold ordinary shares, which will
make the Collins Group a strategic shareholder in Tradehold. Whilst the greater part of
Tradehold’s property business will remain focused on the UK, Tradehold intends to build up a
significant property portfolio across Africa (excluding South Africa).
Tradehold has furthermore concluded an in-principle agreement with the Windhoek-based
Safland Property Development International (Pty) Ltd International (“Safland”) in respect of the
future development and management of Tradehold’s African property portfolio. Safland has an
existing relationship with the Collins Group and through the proposed transaction Tradehold will
gain access to the combined resources and property expertise of both businesses.
Further details on both transactions will be provided once final agreements have been concluded.
Shareholders are therefore advised that, further to the cautionary announcement published on 10
June 2014 on the Stock Exchange News Service, the agreements to be finalised with the Collins
Group and Safland may have a material effect on the price of the Company's shares.
Accordingly, shareholders are advised to continue to exercise caution when dealing in their
Tradehold ordinary shares until a further announcement is made.
17 July 2014
Cape Town
Sponsor
Bravura Capital (Pty) Ltd
Date: 17/07/2014 03:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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