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VISUAL INTERNATIONAL HOLDINGS LIMITED - Update announcement - Specific Issue of shares for cash

Release Date: 05/05/2016 11:15
Code(s): VIS     PDF:  
Wrap Text
Update announcement -  Specific Issue of shares for cash

VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
(“the Company” or “Visual”)
ISIN Code: ZAE000187407 Share code: VIS


UPDATE ANNOUNCEMENT: SPECIFIC ISSUE OF SHARES FOR CASH TO RELATED PARTIES
(“Specific Issue”)


Introduction
Shareholders are referred to the announcement published on 1 March 2016 and are
advised that the participants and respective amounts of the Specific Issue have changed.

The Company has now finalised agreements with certain directors and a former director
(“related parties”) in terms of which the Company will issue up to 4 952 878 shares for cash
in settlement of certain of its obligations to such related parties (“the Capitalisation
Shares”). The Capitalisation Shares, which represent approximately 2.22% of the
Company’s current issued share capital.

In terms of final signed the agreements, the names of the parties who have elected to
accept the Capitalisation Shares and the Rand value of the liability and number of shares
to be issued to such parties are detailed below:

                         Rand value of                       % of total issued
                       liability as at                           share capital    % of total share
                          29 February     Number of shares        pre-Specific        capital post
 Name                            2016        to be issued                Issue      Specific Issue
 PE Grobbelaar                R58 519             390 125                0.18%               0.17%
 G Noble                      R39 873             265 820                0.12%               0.12%
 CK Robertson                 R63 915             426 100                0.20%               0.19%
 E Links                     R112 500             750 000                0.35%               0.33%
 P Ranchod                    R75 000             500 000                0.23%               0.22%
 CT Vorster                  R112 500             750 000                0.35%               0.33%
 RR Richards                 R118 125             787 500                0.37%               0.35%
 G Lundy                     R112 500             750 000                0.35%               0.33%
 R Kadalie                    R50 000             333 333                0.15%               0.15%

 TOTAL                       R742 932             4 952 878              2.22%               2.17%




Conditions precedent to the Capitalisation Issue
The Capitalisation Issue is subject to certain suspensive conditions including:
-    to the extent required, the approval by shareholders of special resolutions and an
     ordinary resolution in accordance with section 41(1) of the Companies Act, Act 71 of
     2008, as amended (“the Companies Act”), authorising the allotment and issue of the
     Capitalisation Shares to related parties;
-    shareholders present and entitled to vote at the general meeting convened to
     consider the resolutions required to approve the Capitalisation Issue, passing an
     ordinary resolution approving the Capitalisation Issue by a 75% majority in
     accordance with paragraph 5.51(g) of the JSE Listings Requirements

Financial information of the Capitalisation Issue
The Capitalisation Issue will have no effect on the Statement of Comprehensive Income
other than the effect of the dilution in the issued share capital of the Company. The effect
on the Statement of Financial Position will be to reduce liabilities by R742 932 and increase
Stated Capital by the same amount, net of any circular and issue costs.

Documentation and salient dates
A circular to shareholders incorporating the terms of the Capitalisation Issue, and a notice
of general meeting has been submitted for JSE approval and will be circulated to
shareholders in due course.


Johannesburg
5 May 2016


Designated Advisor

Arbor Capital Sponsors Proprietary Limited

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