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Update regarding acquisition of Fairheads by subsidiary of Vunani, notice of general meeting and posting of circular
VUNANI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
JSE code: VUN
ISIN: ZAE000163382
(“Vunani” or “the Company”)
UPDATE TO SHAREHOLDERS REGARDING THE ACQUISITION OF FAIRHEADS BY A
SUBSIDIARY OF VUNANI, NOTICE OF GENERAL MEETING AND POSTING OF
CIRCULAR
Update to shareholders regarding the acquisition of Fairheads by a
subsidiary of Vunani
Shareholders are referred to the announcement released on SENS on
12 March 2015 (“SENS Announcement”) disclosing salient details of
the acquisition by Mandlalux Proprietary Limited (“the Purchaser”),
a subsidiary of Vunani, of 100% of the shares of Fairheads
International Holdings (SA) Proprietary Limited (“Fairheads”) for a
total purchase consideration of R210 million (“Purchase
Consideration”) (“the Transaction”).
It was stated in the SENS Announcement that a portion of the
Purchase Consideration will be funded via senior debt, that a
condition to the Transaction is for the Purchaser to enter into
binding agreements to secure such funding (“Funding Agreements”)
and that a further announcement will be released on SENS providing
salient details of such Funding Agreements.
In this regard, the Purchaser has entered into the Funding
Agreements with Nedbank Limited (“Nedbank”) to part-finance the
Purchase Consideration. In terms of the Funding Agreements, two
facilities shall be made available to the Purchaser, namely a
medium-term loan facility (“MTL”) and a conditional deferred
medium-term loan facility (“Deferred MTL”).
The funds provided in terms of the MTL will only be made available
to be drawn down once certain conditions precedent relating to the
Funding Agreements have been fulfilled.
MTL
The MTL shall be for an amount of R101 140 000. The loan amount
includes a raising fee of R1 140 000 including VAT.
The tenure of the MTL will be up to a maximum term of 60 months,
repayable by monthly instalments of capital and interest, provided
that the balance outstanding on the facility will be refinanced for
a further maximum term of 60 months on the 2nd anniversary of the
MTL.
The interest rate applicable to the MTL will be equivalent to the
prime rate determined from time to time and charged by Nedbank.
Deferred MTL
The Deferred MTL shall be for an amount of R54 615 600. The loan
amount includes a raising fee of R615 600 including VAT.
The Deferred MTL will be drawn on the second anniversary of the MTL
subject to a credit intervention at that time relating to
compliance with stated conditions. The Deferred MTL shall be
combined with the balance of the MTL and the combined facility will
be up to a maximum term of 60 months, repayable by monthly
instalments of capital and interest.
The indicative interest rate applicable to the Deferred MTL will be
equivalent to 0,5% above the prime rate determined from time to
time and charged by Nedbank. The final rate is to be determined at
the time of drawdown and will be reflective of the business
performance of the Purchaser and market conditions at that time.
Equity Cure
Vunani is required to provide an equity cure of up to R12 million
in aggregate.
Should a monthly instalment in terms of the MTL or the Deferred MTL
not be paid when due, this will constitute an event of default. At
the sole discretion of Nedbank, such non-payment may be cured by
way of an injection of funds, being the equity cure, as cash in the
form of a shareholders loan, into a ceded call account of the
Purchaser, to be utilised solely for purposes of repaying the
monthly instalments. This shall apply to all failures by the
Purchaser to make payment of monthly instalments when due provided
however that the maximum amount to be injected as cash into the
ceded account shall not exceed R12 million in aggregate at any
given time.
Notice of general meeting and posting of circular
Shareholders are advised that a circular, containing details of the
Transaction, and which includes a notice that a general meeting of
shareholders will be held on Thursday, 30 April at 08:00 at the
Company’s registered office, will be posted today, 26 March 2015.
The salient dates relating to the Transaction are as follows:
2015
Record date for the distribution of Friday, 20 March
this circular
Circular posted on Thursday, 26 March
Last day to trade in order to be
eligible to participate and vote at the Friday, 17 April
general meeting
Record Date (for voting purposes) Friday, 24 April
Last day to lodge forms of proxy for By 08:00 on Tuesday, 28
the general meeting April 2014 to the Transfer
Secretaries or they may be
handed to the Chairman of
the meeting at any time
prior to the commencement
of voting on the
resolutions tabled at the
general meeting
General meeting to be held at 08:00 on Thursday, 30 April
Results of the general meeting released Thursday, 30 April
on SENS on or about
Notes:
1. The above dates and times are subject to amendment and any
amendment made will be released on SENS and published in the
press.
2. Shareholders should note that as transactions in Vunani shares
are settled via the electronic settlement system used by Strate,
settlement of trades takes place 5 business days after such
trade. Therefore shareholders who acquire shares after Friday,
17 April 2015 will not be eligible to participate in and vote at
the general meeting.
3. All times given are South African local times.
Sandton
26 March 2015
Corporate Adviser
Vunani Corporate Finance
Designated Adviser
Grindrod Bank Limited
Date: 26/03/2015 02:40:00 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,
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