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Status update, option to subscribe for shares in Visual, new Caut Announcement and Renewal of Caut Announcement
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
STATUS UPDATE, OPTION TO SUBSCRIBE FOR SHARES IN VISUAL, NEW CAUTIONARY ANNOUNCEMENT AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
The board is pleased to advise that the Company has secured a loan at a commercial rate from
Tokoza Cape Flowers (Pty) Ltd (“Tokoza”) that, together with existing cash reserves, has enabled it
to settle the remaining balance of a bridging loan at higher lending rates, which was due for
repayment by 14 October 2016.
This short term loan has been secured following the request of the purchaser of Stellendale 3,
namely UVest Housing Portfolio 2 (RF) Proprietary Limited (“UVest”) to further extend the date for the
conclusion of the suspensive conditions for the disposal of serviced undeveloped land for R15
million to 31 October 2016, which extension of time has been granted by Visual.
As previously announced on SENS on 16 September 2016, UVest has advised that it is satisfied with
its due diligence. However, an institutional shareholder has asked for a further extension of time to
allow for its approval processes. The Company still expects that this agreement will be
implemented and a further announcement will be made after 31 October 2016.
The Tokoza loan bears interest at prime plus 2%, is repayable on or before 28 February 2017 and will
be repaid from the proceeds of Stellendale 3 to Uvest. Tokoza is an associate of Mr CT Vorster, a
director of Visual.
The loan agreement provides for an option to subscribe, in whole or in part, for 25 000 000 Visual
shares for cash for at a subscription price of R0.15 per share, totalling R3 750 000 (“Specific Issue”),
which option, termed an American Option, will be valid for a period of one year from the date of
the settlement of the Tokoza loan. The Specific Issue shares will be of a class already in issue and is
to a related party as defined in the JSE Limited Listings Requirements, which will require the issue of
a fairness opinion.
Furthermore, the discount or premium to the 30-day volume weighted average price at the date or
dates which the shares will be issued is unknown and accordingly a fairness opinion in accordance
with the JSE Listings Requirements will be required.
The Specific issue will require 75% approval of Visual Shareholders in General Meeting in due course.
A further announcement will be made once the Tokoza loan has been repaid (“Repayment
Announcement”) and then a circular, containing a fairness opinion, will be prepared and posted
to shareholders within 60 days of the publication of the Repayment Announcement.
The proceeds of the Specific Issue will be applied to development work and associated working
capital requirements as it is expected that the Company will have extinguished all its long term
liabilities at the time of exercise of the option.
New Cautionary Announcement and Renewal of Cautionary Announcement
In addition to the above, shareholders are advised that the Company has entered into acquisition
negotiations, further details of which will be announced after 31 October 2016 once a preliminary
due diligence and valuation exercise has been undertaken. Shareholders are accordingly advised
to continue to exercise caution when dealing in their shares until a further announcement is made.
Johannesburg
14 October 2016
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 14/10/2016 03:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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