To view the PDF file, sign up for a MySharenet subscription.

TRADEHOLD LIMITED - General issue of shares for cash and further cautionary announcement

Release Date: 17/07/2014 15:45
Code(s): TDH     PDF:  
Wrap Text
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'). 
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.

Share This Story