| Thu 31 May 2007, 11:03 | | Ansys Limited - Abridged Prospectus |
|
JSE
ANS
Ansys Limited - Abridged Prospectus
Ansys Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1987/001222/06)
(JSE code: ANS ISIN: ZAE000097028)
("Ansys" or "the company")
This abridged prospectus is not an invitation to the public to subscribe for
shares in Ansys, but is issued in compliance with the Listings Requirements
of the JSE for information purposes only. The information in this abridged
prospectus has been extracted from a full prospectus issued by Ansys on 24
May 2007 ("the detailed prospectus"), which is available as set in paragraph
8. At the date of listing the authorised share capital of Ansys comprises 1
725 490 196 ordinary shares with no par value, of which, after a private
placement of 30 million ordinary shares with no par value ("the placement"),
140 million shares will be in issue.
ABRIDGED PROSPECTUS
Listing of Ansys ordinary shares ("shares") on JSE Limited ("the JSE").
1. INCORPORATION AND HISTORY
Date of incorporation: 23 March 1987.
1.1 Ansys Integrated Systems was founded in 1987 to supply the defence force
with avionic computers and other applications of embedded software in which
they were expert. During the late 1980s and early 1990s, the company became
the National Centre of Excellence for airborne crash recorders. This
established a broad capability to gather data in extremely harsh
environments, process it, and supply it as crucial management information.
Its in-house capabilities also allowed the company to complete complex
weapons system integration projects. This expertise ensured that Ansys
remains responsible to Denel for a variety of weapons integration work for
the SANDF.
1.2 Active participation in the rail market began in 1998 with the
commissioning of an Automatic Vehicle Identification System for Spoornet on
the Coal Link line between Ermelo and Richards Bay. This system was later
expanded to allow for Train Condition Monitoring. In 2003 a similar Vehicle
Identification System was installed by Ansys on the Sishen-Saldana OREX line.
The successful implementation and support delivered to these major links
resulted in the awarding of the Spoornet contract to Ansys for the
installation of a Vehicle Identification System on all its South African
tracks in 2006.
1.3 Ansys became Black Empowered in 2002 when Teddy Daka acquired a 40%
equity stake in the company and joined the Ansys Board.
1.4 In 2006, Ansys and Westinghouse Rail Systems Australia agreed to work
together to enable Westinghouse signalling systems to return to South Africa.
This will position both companies favourably for the upgrading of signalling
infrastructure in most sub-Saharan African countries.
NATURE OF THE COMPANY`S BUSINESS AND INDUSTRY
2.1 Ansys is a privately owned, black empowered engineering technology
company. Ansys specialises in the design and integration of monitoring and
control systems for the transport and defence industries. In its early days,
the company supplied the defence force with avionic computers and airborne
crash recorders, amongst others.
2.2 The company is active in the following main market segments:
Rail Transport
Ansys is active in the South African rail industry in the improvement of the
efficiency of Spoornet heavy haul and freight operations. The company is
responsible as the development organisation and main contractor for the
following systems required by Spoornet:
- The Automatic Vehicle Identification (AVI) system provides electronic
identification numbers of rail trucks, with identification data collected by
trackside electronic and software systems and transmitted to centralised
software systems.
- The Train Condition Monitoring (TCM) system provides train condition
data on a truck-by-truck basis that is collected by trackside electronic and
software systems and transmitted to centralised computer. Collected
information is used for hazard identification and reaction, and reliability
centred maintenance.
- Signalling systems are supplied through the Ansys Westinghouse Rail
Systems Australia alliance, which supplies both trackside signalling systems
and newer communications based authorisation systems.
Rail projects constitute 85% of the company`s turnover.
Defence
- Ansys is responsible for the integration of weapon systems on aircraft,
land and ships, where its skills are used to integrate interface units for
the various systems. Ansys has major involvement in the Rooivalk, Ground
Based Air Defence System and New Armoured Vehicle programmes for which a
number of products have been developed and produced. Its current focus is on
the development, integration and support of the defence force`s ground based
and defence system.
Defence projects constitute 15% of the company`s business.
PROSPECTS
3.1 Real fixed investment projects in 2007 started with the building of
soccer stadiums, expansion projects at the major airports and the first
phases of Spoornet and Eskom`s expenditure projects (at a combined estimate
of R 145 billion). Spoornet`s expenditure is aimed at reducing the
inefficiencies of the country`s railways, in order to provide an economically
viable alternative to road transport.
3.2 Spoornet`s announcement regarding the upgrading of the country`s railway
network has already resulted in the procurement of hardware and the
implementation of the Train Condition Monitoring system. Transnet`s medium
term projection estimates the total amount of general freight carried to grow
from 85 million tons a year to 146 million tons by 2011. This will result in
Transnet`s market share growing from 10 percent of freight moved, to about 22
percent. The growth in market share will be derived from the six or seven
long-distance heavy-haul corridors that will be established in South Africa
over the next 5 years.
3.3 With the company`s focus on the delivery of systems to Spoornet, Ansys
managed to successfully maintain its skills base for the defence industry as
well. Therefore it positions Ansys favourably when tendering for the
increasing number of defence sub-contracts.
4. SUMMARY OF HISTORICAL AND FORECAST INCOME STATEMENTS
The historical and forecast financial information of Ansys for the financial
year ended 28 February 2007, 29 February 2008 and 28 February 2009, the
preparation of which is the responsibility of the directors, are set out
below. The forecast financial information is contained in the detailed
prospectus referred to in paragraph 4.1 below and has been reviewed and
reported upon by the reporting accountants. Such report will be contained in
the detailed prospectus and will also be available for inspection.
4.1 Extracts from the historical and forecast income statements
Audited Forecast Forecast
28 February 29 February 2008 28 February
2007 2009
R`000 R`000 R`000
Revenue (Rand) 78 878 121 270 137 185
Gross profit 32 519 45 233 52 845
Other income 113 - -
Operating expenses (14 963) (18 788) (22 110)
EBITDA 17 669 26 445 30 735
Investment Revenue 142 - -
Depreciation (275) (270) (300)
Profit before 17 536 26 175 30 435
interest and
taxation
Net interest paid (181) (198) (218)
Profit before 17 355 25 977 30 217
taxation
Taxation (5 356) (7 533) (8 763)
Earnings 11 999 18 444 21 454
attributable to
ordinary
shareholders
Pro foma weighted 110 000 000 131 945 205 140 000 000
average shares in
issue (1)
Pro foma earnings 10.91 13.98 15.32
per share (cents)
Pro foma dividend 10.91 13.98 15.32
per share (cents)
Notes:
(1) The unaudited pro forma weighted average number of shares in issue is
used to reflect the effect of the share capital restructuring (i.e. the
conversion of the original 255 shares in issue to 110 000 000 shares at the
last practical date and the further private placement of 30 000 000 shares on
the earnings per share calculations.
5. DIRECTORS, COMPANY SECRETARY AND REGISTERED OFFICE
5.1 Full names, nationalities, ages, business addresses and functions of the
board of directors of Ansys:
Director Age Occupation Business address
T Daka* 41 Non-Executive 170 Outeniqua Avenue,
Director and Waterkloof Park,
Chairman Pretoria, 0181
MG Diliza * 44 Non-Executive 5 Hollard Street,
Director Chamber of Mines
Building,
Johannesburg
A Holloway # 53 Managing 170 Outeniqua Avenue,
Director Waterkloof Park,
Pretoria, 0181
J J Prinsloo # 46 Technical 170 Outeniqua Avenue,
Director Waterkloof Park,
Pretoria, 0181
O K Sakkers # 52 Executive 170 Outeniqua Avenue,
Director Waterkloof Park,
Pretoria, 0181
R F Barnard # 46 Operational 170 Outeniqua Avenue,
Director - Waterkloof Park,
Rail Pretoria, 0181
I Lamprecht # 43 Operational 170 Outeniqua Avenue,
Director Waterkloof Park,
Pretoria, 0181
H H Opperman # 66 Financial 170 Outeniqua Avenue,
Director Waterkloof Park,
Pretoria, 0181
* Non - executive directors
# Executive directors
Note: All directors are South African citizens
5.2 Company secretary and registered office are:
Helena Hester Opperman
457 Rodericks Road, Lynnwood
Pretoria, 0081
(PO Box 95436, Waterkloof, Pretoria, 0145)
Telephone: (012) 348 2000
Facsimile: (012) 348 2010
6. THE PLACEMENT
6.1 Salient features
6.1.1 The salient features of the private placement are as follows:
- Offer price per ordinary share 100
(cents)
- Number of ordinary shares offered 30 000 000
in terms of private placement
- Issue consideration before expenses R30 million
6.1.2 The opening and closing dates of the private placement
are as follows:
Opening date of the private placement Thursday, 31 May 2007
at 09:00 on
Closing date of private placement at Friday, 1 June 2007
12:00 on
Anticipated listing date on ALTx on Thursday, 7 June 2007
Safe custody accounts at CSDP or Thursday, 7 June 2007
broker updated in respect of
dematerialised shareholders on or
about
Posting of share certificates in Thursday, 7 June 2007
respect of certificated shareholders
on or about
Refund of surplus private placement Friday, 8 June 2007
application monies received (where
applicable) on
Note:
These dates are subject to change at the discretion of the company. Any
changes will be released on SENS.
6.2 Ansys holds irrevocable undertakings from various selected investors to
subscribe for 30 000 000 shares in terms of the private placement, amounting
to 100% of the private placement shares.
6.3 The private placement of 30 000 000 ordinary shares have been fully
allocated to the investors who have given irrevocable undertakings as set out
in paragraph 6.2 above.
6.4 The private placement is subject to a minimum subscription, sufficient
to meet the listing requirements of the JSE, being achieved.
7. LISTING ON THE JSE
Subject to the required spread of public shareholders in terms of the
Listings Requirements being obtained pursuant the private placement, the JSE
has granted Ansys a listing in respect of 140 000 000 ordinary shares on ALTx
under the abbreviated name "Ansys", share code "ANS" and ISIN ZAE000097028,
with effect from the commencement of business on Thursday, 7 June 2007.
8. COPIES OF THE PROSPECTUS
Copies of the prospectus, in English, may be obtained, during business hours,
prior to the closing of the private placement, from the registered offices of
Ansys, Exchange Sponsors (Pty) Limited and the transfer secretaries, details
of which are set out below:
- the registered office of the company - 457 Rodericks Road, Lynnwood,
Pretoria, 0081;
- the offices of Exchange Sponsors (Pty) Limited - 39 First Road, Hyde
Park, 2196;
- the offices of Computershare Investor Services 2004 (Pty) Limited -
Ground Floor, 70 Marshall Street, Johannesburg, 2001;
- the web-site of Ansys at www.ansys.co.za.
Johannesburg
31 May 2007
Designated Adviser
Exchange Sponsors (Pty) Limited
Auditors and reporting accountants
BDO Spencer Steward
Attorneys
Gildenhuys Lessing Malatji Inc
www.ansys.co.za
Date: 31/05/2007 11:03:22 Produced by the JSE SENS Department.
