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BFS
BFS
BFS - Blue - Issue of shares for cash to and loan from the International Finance
Corporation and renewal of cautionary
BLUE FINANCIAL SERVICES LIMITED
(Registration number 1996/006595/06)
(JSE Code: BFS & ISIN: ZAE000083655)
("Blue" or "the Company")
ISSUE OF SHARES FOR CASH TO AND LOAN FROM THE INTERNATIONAL FINANCE CORPORATION
AND RENEWAL OF CAUTIONARY
1. Introduction
Shareholders are advised that Blue has signed agreements dated 21 June 2007 in
terms of which the International Finance Corporation ("IFC") (a division of the
World Bank) is to subscribe for ordinary shares in and provide a loan to Blue.
2. Share issue
The IFC is to subscribe (post completion of the conditions precedent as referred
to in paragraph 6) for 23 838 384 ordinary shares in Blue at R2.97 per share to
a total value of R70,8 million ("the share issue"). The subscription price
represents a premium of 0.07% to the 30-day volume weighted average traded price
as at 20 June 2007, the day prior to the date on which the agreement was
concluded.
In terms of the agreement a representative of the IFC is to be appointed to the
board of Blue within 10 days of the share issue having been completed.
3. Loan
IFC will, in addition to making the share subscription, also grant a loan
facility amounting in aggregate to R70,8 million to Blue at a market related
interest rate. The facility will be made available on fulfilment of conditions
precedent, as referred to in paragraph 6.
4. Rationale for the share issue and loan
In addition to servicing current capital requirements Blue believes that there
are various advantages relating to the share issue and loan, including:
- having the IFC, as a member of the World Bank Group, as a strategic
partner. History has shown that its involvement in companies often result
in numerous benefits, including heightened investor confidence. Much of
this confidence results from their endorsement of companies through
investment; and
- an improved likelihood of obtaining additional finance in the future. This
is an important attribute in fulfilling Blue`s growth and expansion
strategy in Africa as an alliance of this nature will also make it possible
to potentially source funding from the IFC in the local currencies of
countries in which Blue operates.
5. Financial effects
The effect of the share issue on the net asset value per share, net tangible
asset value per share, earnings per share, headline earnings per share, diluted
earnings per share and diluted headline earnings per share of the company will
be disclosed shortly.
6. Conditions precedent
The share issue is subject to Blue obtaining all necessary shareholder and other
regulatory approvals.
The loan is subject to the following main conditions:
- the share issue as described in paragraph 2 being concluded; and
- a representative of the IFC being appointed to the board of Blue.
7. Circular to shareholders
A circular containing details of the share issue and the loan as well as a
notice of general meeting will be posted to shareholders in due course.
8. Renewal of cautionary
Shareholders are referred to the cautionary announcements dated 22 December
2006, 15 February 2007, 30 March 2007 and 10 May 2007, and are advised that the
negotiations referred to therein have now been finalised. Shareholders are
however advised to continue exercising caution when dealing in their securities
until the financial effects of the share issue are announced.
Pretoria
21 June 2007
Designated Advisor
Ernst & Young Sponsors (Pty) Limited
Date: 21/06/2007 14:42:01 Produced by the JSE SENS Department.
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