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JSE
INFRA
IRA - Infrasors - Abridged Pre-Listing Statement
Infrasors Holdings Limited
(formerly Romador 123 (Pty) Ltd)
(Incorporated in the Republic of South Africa)
(Registration number 2007/002405/06)
JSE Share Code: IRA & ISIN: ZAE000101507
("Infrasors" or "the Company")
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement is not an invitation to the public to
subscribe for ordinary shares but has been prepared in terms of the
Listings Requirements of the JSE Limited ("JSE") for the purpose of
providing information with regard to Infrasors.
The JSE has agreed to the listing of the entire issued ordinary share
capital of Infrasors on the Alternative Exchange of the JSE ("the ALTx")
under the abbreviated name Infrasors, share code "IRA", with effect from
the commencement of business on Tuesday, 31 July 2007.
1 INTRODUCTION
Infrasors is a holding company whose principal subsidiaries, Lyttelton
Dolomite (Proprietary) Limited ("Lyttelton"), Delf Sand (Proprietary)
Limited ("Delf Group"), Pienaarspoort Ontwikkeling (Proprietary)
Limited ("Pienaarspoort") and Infrabric (Proprietary) Limited
("Infrabric"), are manufacturers and suppliers of infrastructural
products consisting primarily of:
- aggregate stone products;
- aggregate slag;
- cement bricks;
- standard and coloured paving bricks;
- metallurgical grade dolomite;
- industrial sands;
- sands and stone dust;
- silica sands;
- building and construction sand; and
- golf course and recreational sand.
Infrasors offers its products and services through well established
brand names in each of the markets in which it operates. Brands such
as Delf Sand, Lyttelton Dolomite and K&F Bricks have been in existence
for many years and enjoy significant brand recognition in the
industries in which they operate.
The Infrasors group has a balanced portfolio across its lines of
businesses and products. It has a strong well established customer
base throughout its markets.
The Infrasors group has shown significant growth and increased
profitability over the last three years and has an uninterrupted
profit history spanning over many years. This has resulted in strong
cash flows, increased investment in equipment and property, and the
ability to fund value enhancing acquisitions and expansions.
2 PURPOSE OF THE LISTING ON THE JSE
In pursuing its intended vision and mission, the Listing will allow
the company to achieve:
- Facilitate a BEE shareholding in excess of 25% of Infrasors
issued share capital;
- Unlock value for existing shareholders and create value for
future shareholders;
- Provide greater access to capital markets;
- Facilitate investment in capital projects to increase the output
potential of its plants and meet increased demand; and
- Raise the company profile leading to new business opportunities.
3 KEY STRENGTHS
The senior management of Infrasors have cumulatively in excess of 100
years industry experience.
Infrasors` subsidiary companies are principally situated in Gauteng,
servicing the largest developing region in South Africa and providing
leading products in attractive well located areas.
The Infrasors group has shown significant growth and increased
profitability over the last three years, resulting in strong cash
flows and increased investment in equipment and property.
The Infrasors group owns and operates specialised transport fleets for
delivery of industrial silica and bricks, and has rail sidings for
rail delivery of product to the mining industry.
In summary the operational advantages are:
- Strategic locations and demographics relative to the construction
industry;
- Proprietary transport and logistics;
- Flexible quality products, spread over various industries and
markets; and
- Stable workforce with low staff turnover.
4 EMPOWERMENT CREDENTIALS
Infrasors has a 27,4% BEE shareholding consisting of:
The Infrasors Empowerment Trust 12.0%
The Infrasors BEE Anchor shareholders:
Lereko Investments (Pty) Ltd 12.0%
Afrilink Investment Corporation (Pty) Ltd 3.0%
Black director - M Noge 0.4%
Infrasors` BEE Anchor shareholders who carry full equity participation
have agreed to a five year "lock-in" period post listing so as to
maintain Infrasors` BEE shareholding in excess of 25% which will
result in no future dilution for other shareholders.
5 STRATEGY
The key elements of Infrasors` strategy are as follows:
Maximise profitability of established businesses
In all the markets in which it has established operations, Infrasors
intends to continue its ongoing business optimisation programmes,
including maintaining and increasing production capacity to satisfy
the increased demand, seeking to maximise return on new capital
expenditure and focusing on the improvement of key business drivers
with the goal of maximising profitability.
Improve market position
Infrasors aims to be a leading provider in the markets in which it
operates. It intends to achieve this by consistently delivering high
quality products to its markets, research and development of new
product applications and strategic acquisitions which would thereby
increase the product range and supply quantities to its markets.
6 PROSPECTS
Infrasors is experiencing a high level of demand for its products and
services and is growing towards optimum capacity. Strategies for
growth in the short to medium term are as follows:
- Infrasors is entrepreneurial in culture and is continually
evaluating acquisition opportunities complementary to the existing
Delf Group, Lyttelton, Marble Hall, Pienaarspoort and K&F Bricks
operations with synergies in manufacturing and distribution to the
construction and related industries.
- Infrasors is currently focusing on materially increasing
throughput capacity in its current operations and on capex which will
more optimally exploit resources.
- Infrasors is continually developing and diversifying its product
range to broader market segments.
7 FINANCIAL INFORMATION
The consolidated pro forma financial statements of the Infrasors Group
for the financial year ended 28 February 2007 and the profit forecast
of the Infrasors Group for the years ending 29 February 2008 and 28
February 2009 are set out below.
Consolidated pro forma income statement and profit forecast
Consolidated Forecast for the Forecast for
pro forma for year ending the year ending
the year ended 29 February 2008 28 February
28 February R 2009
2007 R
R
Revenue 156,861,064 340,702,533
244,535,957
Gross Profit 56,095,872 157,144,111
114,565,937
Other income 40,830,056 1,155,840
1,032,000
Operating costs (21,332,080) (34,942,053)
(26,727,410)
EBITDA 75,593,848 123,357,898
88,870,527
Depreciation and (3,735,878) (7,241,037)
amortisation (6,313,259)
Profit before 71,857,970 82,557,268 116,116,861
interest and
taxation
Investment 18,736,342 7,716,200 13,494,295
income
Interest paid (1,737,085) (1,033,900)
(1,422,020)
Profit before 88,857,227 128,577,256
taxation 88,851,448
Taxation (17,748,134) (24,193,902) (36,672,243)
71,109,093 64,657,546 91,905,103
Profit after
taxation
200,000,000 172,575,342 (2) 200,000,000 (3)
Weighted average (1)
number of shares
in issue
Earnings per 35.6 37.5 46.0
shares (cents)
(1) The pro forma income statement for the year ended 28 February 2007
has been prepared on the assumption that the acquisitions and private
placement were effective from 1 March 2006. The weighted average
number of shares in issue used in the calculation of earnings and
headline earnings per share therefore includes the shares issued in
terms of the private placement for a full year.
(2) The weighted number of shares in issue used in the 2008 forecast
has been calculated using the number of shares issued in the private
placement from its anticipated date of issue and weighted accordingly.
(3) The weighted number of shares in issue used in the 2009 forecast
has increased due to the shares issued in the private placement being
in issue for the entire year.
8 DIRECTORS
Name, age and Business address Occupation/function
nationality
Popo Molefe (55) 1st floor, 3 Chairman (Non-
Harvard Honorary Commerce Square Executive)
Doctorate 39 Rivonia Road
South African Sandhurst, 2196
Le Roux Roets (34) Portion 10 of Chief Executive
B Proc, LLB, Advocate Pienaarspoort Officer
South African Northern Province
Francios Roets (38) Portion 10 of Chief Operating
FISA Pienaarspoort Officer
South African Northern Province
Hugh Stephen Courtney Three Seasons Commercial Director
(54) Office Park
FCA, CA(SA) 7 Spring Street
South African Rivonia, 2196
Shaun Vorster (28) Three Seasons Financial Director
CA(SA) Office Park
South African 7 Spring Street
Rivonia, 2196
Christopher Hardy Boulle Kentgate Director (Non-
(35) 64 Kent Avenue Executive)
B Com, LLB, LLM Dunkeld, 2196
South African
Mochele Noge (32) Citigroup Director (Non-
CA(SA) 145 West Street Executive)
South African Sandown, 2196
Dereck Harry Alexander Three Seasons Director (Non-
(56) Office Park Executive)
South African 7 Spring Street
Rivonia, 2196
9 THE OFFER
The Offer comprises an offering by Infrasors of up to 70 000 000
Infrasors Shares, at the Offer Price of R5,50 per ordinary share and
an offer for sale of 20 000 000 ordinary shares by the existing
shareholders at the offer price, in terms of a Private Placement.
Summary of the salient dates and times of
the offer
Opening date of the offer (9:00) on Monday, 16 July 2007
Closing date of the offer (12:00) on Monday, 23 July 2007
Proposed listing date on the ALTx of the Tuesday, 31 July 2007
JSE at 9:00 on
Accounts at CSDP or broker updated in Tuesday, 31 July 2007
respect of dematerialised shareholders
Posting of share certificates to Tuesday, 31 July 2007
certificated shareholders on
All dates and times are subject to change and any changes will be
published in the press and on SENS.
10 SHARE CAPITAL OF INFRASORS
At the listing date the authorised share capital of Infrasors will
comprise 2 000 000 000 ordinary shares with a par value of 0.5 cent
each. The company will have an issued share capital of R1 000 000
comprising 200 000 000 ordinary shares with a par value of 0.5 cent
each and a share premium of R384 650 000. The offer shares rank pari
passu in all respects, with the existing Infrasors shares.
11 PRE-LISTING STATEMENT
The Pre-listing statement will be issued on Monday, 16 July 2007.
Copies of this pre-listing statement may be obtained from the
sponsors, auditors or transfer secretaries, during normal business
hours, at the addresses detailed below:
Nedbank Capital 135 Rivonia Road
Sandown, 2196
Moores Rowland 2nd floor Moores Rowland
House
5 St David`s Place
Parktown, 2193
Link Market Services South Africa (Pty) 11 Diagonal Street
Ltd Johannesburg, 2001
Rivonia, Sandton
13 July 2007
Investment bank and Attorney Independent
designated advisor reporting
accountants and
auditors
NEDBANK HR LEVIN MOORES ROWLAND
LYTTELTON DOLOMITE INFRABRIC DELF SAND
Date: 13/07/2007 13:01:48 Produced by the JSE SENS Department.
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