Wrap Text
Posting of circular, notice of general meeting, pro forma financial information, salient dates and opinions
TRANS HEX GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1963/007579/06)
Share code: TSX
ISIN: ZAE000018552
(“Trans Hex” or the “Company” or the “Group”)
POSTING OF THE CIRCULAR, NOTICE OF GENERAL MEETING, PRO FORMA FINANCIAL INFORMATION, SALIENT DATES AND TIMES AND OPINIONS AND RECOMMENDATIONS
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the announcement published by Trans Hex on SENS on
Monday, 9 October 2017 (“Announcement”).
1. Introduction
Shareholders are referred to the Announcement in terms of which Shareholders were advised of:
- the proposed acquisition by Trans Hex or its subsidiary of a further 27.2% shareholding in
WCR from RAC, for a total purchase consideration of approximately R39.1 million, to be
settled through the issue of approximately 9.4 million new Trans Hex Shares to RAC
(the “Transaction”); and
- the potential future specific issue of, in aggregate, a maximum of 18.7 million new Trans
Hex Shares, for cash, to Cream Magenta and Metcap, at an issue price of R4.14 per Trans
Hex Share (the “Specific Issue”).
2. Posting of the Circular
Shareholders are advised that the Circular has been posted to Shareholders today,
Thursday, 2 November 2017. The Circular is also available on Trans Hex’s website:
www.transhex.co.za.
3. General meeting
The general meeting of Shareholders will be held at 405 Voortrekker Road, Parow, Cape Town
at 10:00 on Thursday, 30 November 2017 (“General Meeting”), to consider and if deemed fit,
pass the resolutions, with or without modification, as set out in the notice of General Meeting
contained in the Circular.
4. Salient dates and times
2017
Record date to determine which Shareholders are entitled to Friday, 20 October
receive the Circular, on
Posting of the Circular to Shareholders, on Thursday, 2 November
Notice of posting of the Circular and notice of General Meeting Thursday, 2 November
published on SENS, on
Last day to trade in Trans Hex Shares in order to be recorded Tuesday, 14 November
in the register and thereby be eligible to attend, speak and vote
at the General Meeting (“General Meeting LDT”), on
Record date to determine which Shareholders are entitled to Friday, 17 November
attend, speak and vote at the General Meeting (“General
Meeting Record Date”), on
Forms of proxy to be received by the transfer secretaries by Tuesday, 28 November
10:00, on
General Meeting to be held at 10:00, on Thursday, 30 November
Results of General Meeting published on SENS, on or about Thursday, 30 November
Notes:
1. The dates and times set out above are subject to change, with the approval of the JSE (if
required). Any change in the dates and times will be published on SENS. All times given
are local times in South Africa.
2. Shareholders should note that as trades in Trans Hex Shares are settled in the electronic
settlement system used by Strate Proprietary Limited, settlement of trades will take place
3 business days after such trade. Therefore, persons who acquire Trans Hex Shares after
Tuesday, 14 November 2017, being the General Meeting LDT, will not be entitled to
attend, speak and vote at the General Meeting.
3. No dematerialisation or rematerialisation of Trans Hex Shares may take place between the
General Meeting LDT, being Tuesday, 14 November 2017, and the General Meeting
Record Date, being Friday, 17 November 2017, both days inclusive.
4. Dematerialised Shareholders, other than those with “own name” registration, must provide
their broker or central securities depositary participant (“CSDP”) with their instructions for
voting at the General Meeting by the cut-off date and time stipulated by their broker or
CSDP in terms of their respective custody agreements.
5. Any form of proxy not delivered to the transfer secretaries by the stipulated date and time
may be handed to the chairman of the General Meeting (or any adjournment or
postponement thereof) before such Shareholder’s voting rights are exercised at the
General Meeting (or any adjournment or postponement thereof).
6. If the General Meeting is adjourned or postponed, the forms of proxy submitted for the
initial General Meeting will remain valid in respect of any adjournment or postponement of
the General Meeting.
5. Pro forma financial information
The table below sets out the summarised pro forma financial effects of the Transaction and the
Specific Issue on Trans Hex’s basic and diluted loss, headline and diluted headline loss, net
asset value and tangible net asset value per Trans Hex Share.
The summarised pro forma financial effects have been prepared to illustrate the effect of the
Transaction and the Specific Issue on the published, consolidated audited financial statements
of Trans Hex for the year ended 31 March 2017, had the Transaction and the Specific Issue
been implemented on 1 April 2016 for income statement and statement of comprehensive
income purposes and on 31 March 2017 for statement of financial position purposes.
The summarised pro forma financial effects have been prepared using the accounting policies
that comply with international financial reporting standards (“IFRS”) and that are consistent with
those applied in the published, consolidated audited financial statements of Trans Hex for the
year ended 31 March 2017.
The summarised pro forma financial effects are the responsibility of the Trans Hex directors
and have been prepared for illustrative purposes only and because of their nature may not fairly
present the financial position, changes in equity and results of operations and cash flows of
Trans Hex after the Transaction and the Specific Issue.
The full pro forma financial information of Trans Hex and detailed notes are set out in the
Circular, together with the independent reporting accountants’ reasonable assurance report
thereon.
Before After the Percent- After the Percent-
Transact- age Transact- age
ion change ion and change
after the the after the
Transact- Specific Transact-
ion Issue ion and
the
Specific
Issue
Actual Pro Pro Pro Pro
forma forma forma forma
(%) (%)
Notes 1, 2 3 4 5 6
Basic and diluted loss per (200.95) (217.92) (8.44) (187.40) 6.74
share – continuing operations
(cents)
Basic and diluted earnings 27.35 25.11 (8.19) 21.59 (21.06)
per share – discontinued
operations (cents)
Basic and diluted loss per (173.59) (192.81) (11.07) (165.81) 4.49
share – total (cents)
Headline and diluted headline (142.02) (147.70) (4.00) (127.02) 10.56
loss per share – continuing
operations (cents)
Headline and diluted headline 27.35 25.11 (8.19) 21.59 (21.06)
earnings per share –
discontinued operations
(cents)
Headline and diluted headline (114.67) (122.59) (6.91) (105.43) 8.06
loss per share – total (cents)
Net asset value per share 337.16 415.06 23.10 414.16 22.84
(cents)
Tangible net asset value per 337.16 123.03 (63.51) 163.01 (51.65)
share (cents)
Number of shares in issue, 105,699 115,136 133,885
excluding treasury shares
(‘000)
Weighted average number of 105,699 115,136 133,885
shares in issue, excluding
treasury shares (‘000)
Notes:
1. The “Before” basic and diluted earnings and headline and diluted headline earnings per
Share have been extracted without adjustment from the published, consolidated audited
financial statements of Trans Hex for the year ended 31 March 2017.
2. The “Before” net asset value and tangible net asset value per Share have been derived
from the financial information presented in the published, consolidated audited financial
statements of Trans Hex as at 31 March 2017.
3. The financial information included in the “After the Transaction” column has been
prepared based on Trans Hex’s published, consolidated audited financial statements for
the year ended 31 March 2017 and adjusted for the following:
a. The acquisition by Trans Hex Diamante Beperk of an additional 27.2%
shareholding in WCR, whereby WCR is no longer recognised by the Group as an
investment in associate under the equity method and is rather recognised as a
subsidiary and consolidated in terms of IFRS 10: Consolidated Financial
Statements. The pro forma adjustments are based on the financial information of
WCR which has been extracted without adjustment from the audited annual financial
statements of WCR for the year ended 31 March 2017, the elimination of inter-
company adjustments and a provisional purchase price allocation in accordance with
IFRS 3: Business Combinations. Save for the effect of the fair value adjustments
referred to in note 3b below, this adjustment is expected to have a continuing effect
on the financial information of Trans Hex.
b. The recognition of a fair value adjustment of R10.97 million in terms of
IFRS 3: Business Combinations, as a result of the derecognition of WCR as an
associate and the subsequent recognition of WCR as a subsidiary. This adjustment is
not expected to have a continuing effect on the financial information of Trans Hex.
c. The issue of 9.4 million new Trans Hex Shares to RAC, as settlement of the
Purchase Consideration. This adjustment is expected to have a continuing effect on
the financial information of Trans Hex.
d. Payment of once-off transaction costs attributable to the Transaction, amounting to
R1.0 million are expensed, as they pertain to the investment acquisition. This
adjustment is not expected to have a continuing effect on the financial information
of Trans Hex.
4. The “Percentage change after the Transaction” column is measured as the difference
between the “After the Transaction” column and the “Before” column, as a percentage of
the “Before” column.
5. The financial information included in the “After the Transaction and the Specific Issue”
column has been prepared based on Trans Hex’s published, consolidated audited
financial statements for the year ended 31 March 2017, incorporating the adjustments in
note 3 above, and adjusted for the following:
a. The issue of, in aggregate, a maximum of 18.7 million new Trans Hex Shares to
Cream Magenta and Metcap in terms of the Specific Issue for a total maximum
cash consideration of R77.6 million. This adjustment is expected to have a
continuing effect on the financial information of Trans Hex.
b. Payment of once-off transaction costs attributable to the Specific Issue,
amounting to R1.0 million are deducted from equity in terms of IAS 32: Financial
Instruments, as they pertain to the issue of share capital. This adjustment is not
expected to have a continuing effect on the financial information of Trans Hex.
6. The “Percentage change after the Transaction and the Specific Issue” column is
measured as the difference between the “After the Transaction and the Specific Issue”
column and the “Before” column, as a percentage of the “Before” column.
For the avoidance of doubt, the Specific Issue is dependent on a future event or decision,
which is outside of the control of Trans Hex. In the event that the Specific Issue is implemented,
Trans Hex will issue a maximum of 18.7 million new Trans Hex Shares and receive a maximum
cash consideration of R77.6 million. It is intended that the proceeds of the Specific Issue, if
implemented, will be utilised to fund the Company’s working capital requirements.
6. Fairness opinion
Trans Hex appointed Snowden Mining Industry Consultants Proprietary Limited (“Independent
Expert”) as the independent expert to opine on the fairness of the Transaction. The
Independent Expert has considered the terms and conditions of the Transaction and is of the
opinion that the Transaction is fair in so far as Shareholders, other than RAC, are concerned.
A copy of the Independent Expert’s fairness opinion is set out in the Circular.
7. Board’s opinion and recommendation
The board of directors of Trans Hex (the “Board”) has considered the terms and conditions of
the Transaction, and after due consideration of the Independent Expert’s fairness opinion, is of
the view that the Transaction is fair in so far as Shareholders, other than RAC, are concerned
and accordingly recommends that Shareholders vote in favour of the resolutions required to
approve the Transaction at the General Meeting.
Furthermore, the Board has considered the terms and conditions of the Specific Issue and, in
light of the fact that the Specific Issue would provide the Company with access to additional
capital that can be applied to fund its working capital requirements and considering that the
issue price of R4.14 per Trans Hex Share represents a significant premium to the prevailing
Trans Hex share price and 30 day VWAP, the Board has agreed to propose the Specific Issue
to Shareholders and recommends that Shareholders vote in favour of the resolutions required
to approve the Specific Issue at the General Meeting.
Cape Town
2 November 2017
Sponsor
One Capital Sponsor Services Proprietary Limited
Corporate advisor
Questco Proprietary Limited
Legal advisor
Bowman Gilfillan Inc.
Independent expert
Snowden Mining Industry Consultants Proprietary Limited
Independent auditors and reporting accountants
PricewaterhouseCoopers Inc.
Date: 02/11/2017 12:49:00 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.
Sharenet Sites 
