Specific repurchase of 3 731 482 Vunani shares from BSI, posting of circular and notice general meeting
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
JSE code: VUN
(“Vunani” or “the Vunani Group”)
SPECIFIC REPURCHASE OF 3 731 482 VUNANI SHARES FROM BATTERSHILL INVESTMENTS,
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
William Battershill (“Battershill”) and Vunani entered into an agreement, dated 28 June 2011 in
terms of which Vunani Capital Proprietary Limited, a wholly owned subsidiary of Vunani, acquired
20 000 000 ordinary shares (“BSI Shares”) in the share capital of BSI Steel Limited (“BSI”) from
Battershill in exchange for ordinary shares of an equivalent value in the share capital of Vunani ("the
Original Share Swap Transaction").
Battershill, via Battershill Investments Proprietary Limited (“Battershill Investments”) and Vunani
have since the Original Share Swap Transaction indicated their interest in disposing of their
shareholding in their respective interests in BSI and Vunani to each other (“the Share Swap”).
Vunani shall therefore dispose of the BSI Shares in exchange for 3 731 482 Vunani shares (“Vunani
Shares”) (“Battershill Specific Repurchase”) currently being held by Battershill Investments.
The Battershill Specific Repurchase is considered to be a specific repurchase by Vunani from
Battershill Investments of the Vunani Shares as it is not being executed through the order book
operated by the JSE and there is a prior arrangement between the parties.
2. DETAILS OF THE BATTERSHILL SPECIFIC REPURCHASE
2.1 The Share Swap
Vunani shall sell the BSI Shares at R0.50 per BSI Share to Battershill Investments for a total
consideration of R10 075 000 (“BSI Shares Consideration”). The R0.50 per BSI Share was set
at the same price BSI offered its shareholders when it delisted from the JSE on Tuesday, 27
Battershill Investments shall settle the BSI Shares Consideration via the disposal of the Vunani
Shares held by Battershill Investments at R2.70 per Vunani Share, this price representing a 10%
discount to the 30 day VWAP on the day agreement between the parties was reached.
As per paragraph 17 of the Memorandum of Incorporation of Vunani, any decision by Vunani to
acquire its own shares must satisfy the JSE Listings Requirements and must have been approved
by a special resolution of Vunani shareholders and must comply with the provisions of the
Companies Act, 2008 (No. 71 of 2008), as amended.
The Vunani Shares shall, upon their repurchase, be delisted and cancelled. The Battershill Specific
Repurchase has no impact on the number of Vunani Shares held as treasury Shares, being 5 028
536 treasury Shares.
Vunani and Battershill concluded the Original Share Swap Transaction almost 8 years ago and
hence upon the delisting of BSI from the JSE from commencement of business on 27 February
2018, both parties believed that it was opportune to realise value from each party’s investment.
2.3 Conditions Precedent
The Battershill Specific Repurchase is only subject to the passing of a special resolution approving
the Battershill Specific Repurchase at a meeting of the shareholders of Vunani by 31 August 2018.
3. SOURCE OF FUNDS AND CATEGORISATION
The consideration payable by Vunani for the Vunani Shares shall be settled via the transfer of the
The Battershill Specific Repurchase shall not have any effect on the cash or liability position of
The Share Swap Transaction is below the threshold for a Category 2 transaction in terms of the
4. PRO FORMA FINANCIAL EFFECTS OF THE BATTERSHILL SPECIFIC REPURCHASE
The pro forma financial effects of the Battershill Specific Repurchase, for which the directors are
responsible, are provided for illustrative purposes only to show the effect thereof on the basic
earnings per share (“EPS”), diluted earnings per share (“DEPS”), headline earnings per share
(“HLPS”) and diluted headline earnings per share (“DHLPS”) as if it had taken effect on 1 March
2017 and on net asset value per share (“NAVPS”) and net tangible asset value per share
(NTAVPS”) as if the Battershill Specific Repurchase had taken effect on 28 February 2018.
Because of their nature, the pro forma financial effects may not give a fair presentation of the Vunani
Group’s financial position, results of operations and changes in equity subsequent to the Battershill
The pro forma financial effects have been compiled from the audited consolidated financial
statements of Vunani for the year ended 28 February 2018 and are presented in a manner
consistent with the format and accounting policies adopted by Vunani.
Audited Pro forma %
before the after the change
28 February 2018
Column 1 Column 2
EPS and DEPS (cents) from continuing operations 26.8 26.1 -2.6%
EPS and DEPS (cents) from discontinued operations -0.8 -0.8 0.0%
HLPS AND DHLPS (cents) from continuing operations 26.7 26.0 -2.6%
HLPS AND DHLPS (cents) from discontinued operations -1.5 -1.5 0.0%
NAVPS (cents) 242.5 241.2 -0.5%
NTAVPS (cents) 104.8 100.3 -4.3%
Number of ordinary shares in issue at period end (‘000) 164 897 161 165 -2.3%
Weighted average number of shares in issue at period end (‘000) 157 976 154 245 -2.4%
1. All values presented in R’000.
2. The information presented in column 1 has been extracted from Vunani’s audited consolidated results for the year ended 28
3. The Vunani Shares shall be cancelled upon their repurchase
4. The BSI Specific Repurchase will have a continuing effect with the exception of the transaction costs.
5. NOTICE OF GENERAL MEETING AND POSTING OF CIRCULAR
Shareholders are advised that a circular, containing details of the Battershill Specific Repurchase,
and which includes a notice that a general meeting of shareholders will be held in the board room,
Vunani Limited, Vunani House, 151 Katherine Street, Sandton on Friday, 17 August 2018 at 12:00,
will be posted on Tuesday, 17 July 2018.
The salient dates relating to the Battershill Specific Repurchase are as follows:
Record date to determine which Vunani shareholders are eligible to Friday, 13 July
receive the Circular
Circular posted to shareholders and announced on SENS on Tuesday, 17 July
Last day to trade to be entitled to attend, participate and vote at the Monday, 6 August
Record date to be entitled to attend, participate and vote at the General Friday, 10 August
Forms of proxy to be received by 12:00 on Wednesday, 15 August
General Meeting to be held at 12:00 on Friday, 17 August
Results of General Meeting to be released on SENS on Friday, 17 August
Cancellation and delisting of 3 731 482 Vunani Shares Tuesday, 28 August
1. All times indicated above are South African times.
2. These dates and times are subject to amendment. Any such amendment will be released on SENS.
3. The circular is available in English only. Copies may be obtained from the registered office of Vunani or from Grindrod Bank Limited at
the address set out in the “Corporate information and advisors” section of the circular to be sent to shareholders, or on the Company’s
website, www.vunanilimited.co.za, from Tuesday,17 July 2018 until the date of the general meeting.
4. Forms of proxy 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.
11 July 2018
Vunani Corporate Finance
Grindrod Bank Limited
Independent reporting accountants and auditors
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