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VISUAL INTERNATIONAL HOLDINGS LIMITED - Specific Issue of Shares for Cash to Zigzag SA Investments 1 Limited and AM Associates

Release Date: 12/03/2019 17:13
Code(s): VIS     PDF:  
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Specific Issue of Shares for Cash to Zigzag SA Investments 1 Limited and AM Associates

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


SPECIFIC ISSUE OF SHARES FOR CASH (“Specific Issue”) TO ZIGZAG SA INVESTMENTS 1 LIMITED
(“ZIGZAG”) AND AM ASSOCIATES THE DAVIDWORTH GROUP PROPRIETARY LIMITED (“AM
ASSOCIATES”) TOGETHER (“the Subscribers”)


1.    Introduction
      Shareholders are hereby advised that, subject to certain conditions precedent, the
      Company has entered into a subscription agreement with Zigzag and AM Associates
      (“the Subscribers”) in terms of which the Subscribers have agreed to subscribe for
      303 030 304 ordinary Visual shares for cash at an issue price of 3.63 cents per share for a
      consideration of R11 million.

      The shares to be issued pursuant to the Specific Issue will result in the Subscribers holding
      53.04% of the entire issued share capital of Visual after the Specific Issue, subject to the
      conditions precedent. Neither Zigzag nor AM Associates will hold more than 35% of the
      issued share capital of Visual and a mandatory offer will not be triggered by the
      subscription.

      The Subscribers are both investment holding companies that seek investments in
      property holding and development businesses, amongst other things. Neither Investor is
      considered to be a related party to Visual in terms of the JSE Listings Requirements.

      The subscription price in respect of the Specific Issue is at an 81.5% premium to the 30-
      day volume weighted average share price of 2 cents per share at 11 June 2018, being
      the last date of trade prior to the suspension of the Company and the reference price
      used by the board on 11 March 2019, being the date that the Board approved the
      Specific Issue of shares. The shares to be issued will rank pari passu with the existing shares
      in issue and will be of a class already in issue.

      The Specific Issue will have no impact on the financial statements of the Company other
      than the subscription of shares for cash.

2.    Intended use of funds
      The Company will use the proceeds of the Specific Issue as follows:
      -   R1.04 million will be repaid to Mosegedi in terms of the unwind of the acquisition of
          31.2% of Mosegedi and Associates Proprietary Limited as first announced on SENS on
          16 February 2018; and
      -   the balance will be used to fund the working capital requirements of the Company
          and the costs associated with the subscription and the circular.

3.   Conditions precedent
     The Specific Issue will be subject to the fulfilment of various suspensive conditions on or
     before 22 March 2019, including, amongst others:
     3.1  the Subscribers declaring that they are satisfied with the results of the due diligence
          investigation;
     3.2 the Board of Directors of Visual (“the Board”) approving the nomination of Messrs
          Andrew Alli and Andrew Mari (or their nominees) as non-executive directors of the
          Company, subject to the Subscription Consideration being received;
     3.3 the Company and Mosegedi concluding an agreement (“Cancellation
          Agreement”), whereby the agreement entered into between the Company and
          Mosegedi on 28 February 2017 (“Mosegedi Agreement”), is cancelled. The
          Cancellation Agreement must contain inter alia the following terms:
     3.3.1 delivery by the Company to the Attorneys of Mosegedi’s 31.2% shares held by the
            Company;
     3.3.2 delivery by Mosegedi of 106 000 000 shares to Visual and Visual to proceed with
            the cancellation and delisting of the 106 million shares from the JSE; and
     3.3.3 LT Matlholwa to resign as non-executive director of the Company;
     3.4 more than 75% of the shareholders of the Company having duly approved the
          subscription of shares, subject to the appropriate JSE approval; and
     3.5 the Company having been unsuspended by the JSE or such later date as agreed
          by the parties.

4.   Documentation and Section 60 notice
     In terms of paragraph 5.51(g) of the JSE Listings Requirements, the Specific Issue requires
     the approval by way of an ordinary resolution (requiring at least a 75% majority of the
     votes cast in favour of such resolution) by all Visual shareholders. Such shareholder
     approval will be sought in terms of Section 60 of the Companies Act, 71 of 2008. The
     Company will distribute a circular to shareholders detailing the Specific Issue of shares for
     cash within 60 days of this announcement in accordance with the JSE Listings
     Requirements, subject to the conditions precedent being met or waived. A further SENS
     announcement will be published in due course

5.   Section 122 Notice
     Notices in terms of Section 122 of the Act will be published on the completion or waiver
     of the remaining Conditions Precedent noted above.

6.   Withdrawal of cautionary announcement
     Shareholders are referred to the cautionary announcement published on SENS on 5 March
     2019 and are advised that following this announcement, the cautionary announcement
     is withdrawn.

Cape Town
12 March 2019

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

Date: 12/03/2019 05:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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