| Tue 29 May 2007, 13:19 | | PSV - PSV Holdings Limited - Specific issue of sha |
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PSV
PSV
PSV - PSV Holdings Limited - Specific issue of shares for cash to BEE;
Sale of shares by Directors to BEE; and
Withdrawal of Cautionary Announcement
PSV Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1998/004365/06)
(JSE code: PSV & ISIN: ZAE000078705)
("PSV" or "the company")
- SPECIFIC ISSUE OF SHARES FOR CASH TO BEE INVESTOR
- SALE OF SHARES BY DIRECTORS TO BEE INVESTOR
- WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are referred to the cautionary announcements dated 28 February
2007 and 21 April 2007.
Shareholders are advised that PSV has, subject to the condition precedent
set out below, entered into a subscription agreement with Wonderworld
Investments 36 (Pty) Limited, a wholly owned subsidiary of Vunani Capital
(Pty) Limited ("Vunani") to subscribe for ordinary shares in PSV as part of
its ongoing commitment to Black Economic Empowerment ("BEE") ("subscription
agreement").
In addition, Messrs da Silva, Robinson and Dreisenstock the main
shareholders in PSV, who are also directors of PSV ("the main
shareholders"), has agreed to sell PSV ordinary shares to Vunani as part of
the BEE initiative.
2. Rationale for the specific issue
PSV has since its listing in 2006 made BEE a core strategy for the company.
The specific issue of shares for cash to Vunani together with the sale of
shares by the main PSV shareholders to Vunani will result in a 25.67% BEE
shareholding in PSV. The company`s enhanced BEE profile is expected to
results in an increase in business from its current customers and create
opportunities to supply new customers.
The cash raised in terms of the specific issue will be utilised for working
capital requirements as well as future acquisitions.
3. Terms of the specific issue
In terms of the subscription agreement, Vunani will subscribe for 25 000
000 ordinary shares in PSV at 57 cents per share, for a total cash
consideration of R 14 250 000 ("the specific issue").
The issue price represents a discount of 15% to the weighted average traded
price of PSV shares for the 30 trading days ended on 27 February 2007,
being the day before the price was agreed with Vunani.
4. Conditions precedent to the specific issue
The specific issue is subject to approval by PSV shareholders at a general
meeting. In terms of the Listing Requirements of the JSE Limited, the
passing of the ordinary resolution to give effect to the specific issue for
cash is subject to a majority representing not less than 75% of the votes
exercisable by PSV shareholders present and voting, either in person or by
proxy at the general meeting, excluding any parties and their associates
participating in the specific issue for cash.
5. Pro forma financial effects
The unaudited pro forma financial information, which is the responsibility
of the directors of PSV, have been prepared for illustrative purposes only
and, because of its nature, may not give a true reflection of PSV`s
financial position, changes in equity, results of operations or cash flows.
The unaudited pro forma financial information is merely intended to
illustrate how the specific issue, based on certain assumptions, might have
affected the reviewed results of PSV for the year ended 28 February 2007
(which were released on SENS on 21 May 2007).
The table below sets out the unaudited pro forma financial effects of the
specific issue on PSV:
Before the Pro forma Change %
specific issue After the
unaudited specific
28 February issue
2007 unaudited 28
February 2007
Diluted Earnings per share 7.09 6.78
(cents) -4.37
Diluted Headline earnings 7.00 6.71 -4.14
per share (cents)
Net asset value per share 77.63 75.61 -2.60
(cents)
Net tangible asset value per 18.01 22.71 26.09
share (cents)
Fully diluted Weighted 199 762 893 224 762 893
average shares in issue
(`000)
Shares in issue at end of 196 662 778 221 662 778
year (`000)
Notes:
1. The unaudited pro forma financial effects on the results were prepared
on the basis that the specific issue was completed on 1 March 2006.
2. The "Before the specific issue" column has been extracted without
adjustment, from the reviewed results of PSV for the year ended 28
February 2007.
3. The "After the specific" diluted earnings per share and diluted
headline earnings per share have been adjusted to include an estimated
reduction in finance costs after taxation of R 708 055 and additional
finance income after taxation of R376 154.
4 The "After the specific" net asset value and net tangible asset value
per share have been adjusted to include the estimated transaction
costs have been written off against the stated share capital account.
6. Sale of shares to Vunani by PSV shareholders
As part of the BEE initiative and to ensure that Vunani obtains a
meaningful shareholding in PSV, the main shareholders in PSV has agreed to
sell 30 000 000 ordinary shares in PSV to Vunani at 57 cents per share. The
sale of these shares are subject to the condition precedent that the
specific issue of cash is approved by PSV shareholders in a general
meeting. Shareholders are also advised that the proposed transaction with
Bakweneng Investment Holdings (Pty) Limited ("Bakweneng") did not proceed
as Bakweneng was unable to raise the required funding.
In compliance with rule of 3.63 to 3.65 of the JSE Listing Requirements,
the following disclosures are made:
Name of director: AB da Silva
Date of transaction: 28 February 2007
Nature of transaction: Sale
Price: 57 cents per share
Number of shares: 14 250 000
Total amount: R 8 122 500-00
Class of security: ordinary shares
Nature of interest: Direct Beneficial
Clearance obtained: Yes
Name of director: P Robinson
Date of transaction: 28 February 2007
Nature of transaction: Sale
Price: 57 cents per share
Number of shares: 14 250 000
Total amount: R 8 122 500-00
Class of security: ordinary shares
Nature of interest: Direct Beneficial
Clearance obtained: Yes
Name of director: AR Dreisenstock
Date of transaction: 28 February 2007
Nature of transaction: Sale
Price: 57 cents per share
Number of shares: 1 500 000
Total amount: R 855 000-00
Class of security: ordinary shares
Nature of interest: Direct Beneficial
Clearance obtained: Yes
7. Circular
A circular containing full detail of the specific issue will be mailed to
shareholders within the next 28 days.
8. Withdrawal of cautionary announcement
Caution is no longer required to be exercised by shareholders when dealing
in their securities.
Johannesburg
29 May 2007
Designated Adviser
Exchange Sponsors (Pty) Limited
Date: 29/05/2007 13:19:05 Produced by the JSE SENS Department.
