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SAN
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SAN - Sanyati - Placing Of 48 Million Shares With A BEE Consortium,
Update On The Acquisition And Cautionary Announcement
SANYATI HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1988/002538/06)
(JSE code: SAN & ISIN: ZAE000081055)
("Sanyati" or "the company")
PLACING OF 48 MILLION SHARES WITH A BEE CONSORTIUM, UPDATE ON THE ACQUISITION OF
RUTHCON CIVIL CONTRACTORS (PTY) LIMITED AND GEM EARTHWORKS (PTY) LIMITED AND
CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are advised that Sanyati has entered into a transaction in terms of
which 48 million shares will be issued to a BEE consortium at an issue price of
R2.10 per share, for a total cash consideration of R100.8 million.
Shareholders are further referred to the announcement dated 20 March 2007, in
terms of which it was announced that Sanyati has, subject to certain conditions
precedent, purchased all the issued shares in and claims on loan account against
Ruthcon Civil Contractors (Pty) Limited ("Ruthcon") from Crowie Holdings (Pty)
Limited, Trevor Bruce Cabot Ahier and Archibald James Rutherford ("the Ruthcon
vendors") ("the Ruthcon acquisition"). In addition Sanyati has also, subject to
certain conditions precedent, purchased all the issued shares in and designated
claims against Gem Earthworks (Pty) Limited ("Gem") from DAC Investment Trust
("the Gem vendor") ("the Gem acquisition").
2. THE GEM ACQUISITION
2.1 CONDITIONS PRECEDENT TO THE GEM ACQUISITION
With reference to the previously announced outstanding conditions precedent,
shareholders are advised as follows:
- the Competition Commission has, on 13 April 2007, unconditionally approved
the Gem acquisition;
- the due diligence on Gem by Sanyati has been completed successfully.
The Gem acquisition is therefore now unconditional in all respects.
3. THE RUTHCON ACQUISITION
3.1 CONDITIONS PRECEDENT TO THE RUTHCON ACQUISITION
With reference to the previously announced outstanding conditions precedent,
shareholders are advised that the Competition Commission has, on 13 April 2007,
unconditionally approved the Ruthcon acquisition.
The only outstanding condition precedent is the approval by Sanyati shareholders
of the issue of shares for cash as described in paragraph 4 below. The issue of
shares will result in the procurement of the R50 million required for the first
payment.
3.2 FURTHER ANNOUNCEMENT
Shareholders will be notified once the Ruthcon acquisition has become
unconditional.
4. PLACEMENT WITH A BEE CONSORTIUM
4.1 RATIONALE
Sanyati has regarded its empowerment strategy as a cornerstone of its
operations, which resulted in the company recently achieving a 65.84% Empowerdex
rating, one of the highest ratings in the construction sector. With black
directors and senior managers currently owning more than 30% of the company`s
shareholding, the specific issue of shares to a BEE consortium will increase
Sanyati`s black shareholding to more than 42%.
4.2 CAPITAL RAISING
Sanyati proposes to issue 48 000 000 ordinary shares to a BEE consortium at an
issue price of R2.10 per share, i.e. for a total cash consideration of R100 800
000. The cash raised in terms of the specific issue will be utilised for the
payment of the Ruthcon and Gem acquistions, working capital requirements as well
as future acquisitions.
The shares issued to the BEE consortium will comprise 20.25% of the issued share
capital of Sanyati after the issue.
4.3 DOCUMENTATION
A circular with full particulars of the proposed specific issue of shares to the
BEE consortium will be mailed to shareholders on or about 7 May 2007.
5. REVISED PROFIT FORECAST FOR THE YEAR ENDING 28 FEBRUARY 2008
The Company is in the process of revising its profit forecast for the year
ending 28 February 2008 taking into account the effect of the above
acquisitions. It is anticipated that the inclusion of these acquisitions will
result in an increased turnover of approximately R1 billion for the year ending
28 February 2008. The final revised profit forecast will be published in a
subsequent announcement.
6. CAUTIONARY ANNOUNCEMENT
Shareholders are consequently advised to exercise caution when dealing in the
company`s securities until the revised profit forecast has been announced.
Johannesburg
19 April 2007
Designated adviser Exchange Sponsors
Auditors PKF Chartered Accountants
Attorneys to Sanyati for Ruthcon Fluxmans Attorneys
acquisition
Attorneys to Ruthcon Cliffe Dekker Attorneys
Competition Commission attorneys Deneys Reitz Attorneys
Attorneys to Sanyati for GEM Deneys Reitz Attorneys
acquisition
Date: 19/04/2007 08:52:46 Produced by the JSE SENS Department.
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