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PEMBURY LIFESTYLE GROUP LIMITED - Clarification Announcement and Lifting of Suspension

Release Date: 21/11/2018 08:29
Code(s): PEM     PDF:  
 
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Clarification Announcement and Lifting of Suspension

PEMBURY LIFESTYLE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/205899/06)
(“PL Group” or “the Company”)
ISIN Code: ZAE000222949      JSE Code: PEM

CLARIFICATION ANNOUNCEMENT AND LIFTING OF SUSPENSION


Following the JSE’s review of the Annual Report issued for the year ended 31 December 2017
ahead of the lifting of the suspension of the Company, in accordance with a request from the
JSE, shareholders are advised of the make up of the R140 million worth of shares issued by the
Company at the time of listing, which is summarised in the table below:

Details                                                                                          R
Extinguishing of liabilities with property vendors and other third parties by way of
agreed uptake (as opposed to cash) as part of the Preferential Offer as defined
in the Prospectus:
- property vendors (see analysis below)                                                  61 000 000
- other third parties:                                                                    9 000 000
Capitalisation of Shareholder Loan                                                       18 947 060
Cash                                                                                     51 402 940
Total                                                                                   140 000 000

The main differences between the Prospectus and actual events are as follows:

•   As announced on SENS 18 April 2017, the Hartbeespoort Property remained as a finance
    lease asset with the finance liability remaining with Company of approximately R22 million;
•   The Vendor Loans of R24 million from Zephan Properties Proprietary Limited (“Zephan”)
    against two properties (Willow View and Northriding), which were to attract interest at 15%,
    were settled in full through the issue of 24 million shares at R1 per share ahead of the listing;
•   A higher shareholder loan was capitalised as opposed to the R10 million envisaged in the
    Prospectus, as detailed in the interim results for the six months ended 30 June 2017.

Per the prospectus, a summary of properties acquired or to be acquired by PLG Properties in
terms of the Acquisition Agreements is listed below.
These properties are all occupied by PLG Schools:


                         Purchase                  Balance       Vendor    Net Cash    Independent
                            Price   Deposits          Owed        Loans        Owed      Valuation
Property                    R’000      R’000         R’000        R’000       R’000          R’000
Raslouw 1 and 2            16 650        700        15 950            -      15 950         28 100
Springs                    R3 500        200         3 300            -       3 300          9 000
Hartbeespoort              22 000      2 500        19 500            -      19 500         40 000
Allens View                 7 500        500         7 000            -       7 000         15 000
Mellow Oaks                12 250      1 000        11 250            -      11 250         23 500
Randfontein                 6 000      1 000         5 000            -       5 000         12 500
Willow View                34 000          -        34 000       10 500      23 500         32 500
Northriding                35 000          -        35 000       13 500      21 500         36 200
TOTAL                     136 900      5 900       131 000       24 000     107 000        196 800

Certain of the above property acquisitions provided for deferred payment terms of all or a
portion of the above amounts.

Based on the liabilities settled with property vendors and cash amounts paid, the updated
summary is presented below:

                                                        Settled   Settled by
                                                           from       way of
                   Balance    Vendor        Net Cash       cash       agreed     Total     Balance
                      Owed     Loans   Owed proceeds     uptake      settled      owed
Property             R’000     R’000           R’000      R’000       R’000      R’000       R’000
Raslouw 1 and 2     15 950         -          15 950     15 950           -     15 950           -
Springs              3 300         -           3 300          -           -          -       3 300
Hartbeespoort*      19 500         -          19 500          -           -          -      19 500
Allens View          7 000         -           7 000          -           -          -       7 000
Mellow Oaks         11 250         -          11 250      6 450       4 800     11 250           -
Randfontein          5 000         -           5 000          -       2 200      2 200       2 800
Willow View         34 000    10 500          23 500      7 500      26 500     34 000           -
Northriding         35 000    13 500          21 500      7 500      27 500     35 000           -
TOTAL              136 900    24 000         107 000     37 400      61 000     98 400      32 600

* - continues to be owned by way of      a finance lease

The transfer of the two properties acquired from Zephan has taken longer than expected but is
now expected to be finalised before 31 December 2018. However, the Group has had all the
risks and rewards of ownership of Willow View and Northriding with effect from 1 April 2017. Any
fair value adjustments or impairments as detailed in the prospectus will only be recognised on
transfer of the properties.

The other third parties are detailed in the table below:

Name                                                                                Amount (R)
Mr Lourens Martinus Brits                                                              500 000
Arbor Capital (Capital Raising fee)                                                  3 500 000
South Central Manufactures (Pty) Ltd                                                 5 000 000
TOTAL                                                                                9 000 000

Shareholders are advised that the JSE has accordingly agreed to the lifting of the suspension in
trade in PL Group securities.

BY ORDER OF THE BOARD
Johannesburg

21 November 2018

Designated Advisor
Arbor Capital Sponsors

Date: 21/11/2018 08:29:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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