| Fri 27 Jul 2007, 15:00 | | PKH - Protech Khuthele Holdings Limited - Abridged |
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JSE
PROT
PKH - Protech Khuthele Holdings Limited - Abridged Pre-Listing Statement
PROTECH KHUTHELE HOLDINGS LIMITED
(formerly M&W Prinsloo Management Services (Pty) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2000/024352/07)
JSE code: PKH ISIN: ZAE000101986
("Protech" or "the Company")
ABRIDGED PRE-LISTING STATEMENT
issued in terms of the Listings Requirements of the JSE Limited ("JSE")
relating to a private placing by way of an offer for subscription of 12 500
000 ordinary shares of R0.000005 each at an issue price of R1.00 each in
order to raise R12.5 million.
This Pre-Listing Statement is not an invitation to the public to subscribe
for ordinary shares in Protech, but is issued in compliance with the
Listings Requirements of the JSE for the purposes of providing the public
with information regarding the Company.
Applications in terms of the private placing are subject to a minimum
subscription of R100 000 per invited single addressee acting as principal.
Opening date of private placing at 09h00 on Tuesday, 31 July 2007
Closing date of private placing at 12h00 on Wednesday, 1 August 2007
Anticipated listing date - commencement of Tuesday, 7 August 2007
business on
Subject to the attainment of the required spread of shareholders in terms
of the Listings Requirements of the JSE, the JSE has approved the listing
of 362 500 000 ordinary shares of R0.000005 each on the JSE, under the
abbreviated name "Protech" with effect from Tuesday, 7 August 2007.
The ordinary shares offered in terms of this Pre-Listing Statement will
rank pari passu with the existing ordinary shares in Protech. After the
private placing, the authorised share capital of Protech of R5 000 will
comprise 1 000 000 000 ordinary shares of R0.000005 each and the issued
share capital of Protech of R1 813 will comprise 362 500 000 ordinary
shares of R0.000005 each
The ordinary shares will only be traded in electronic form and, as such,
all shareholders who elect to receive certificated shares will have to
dematerialise their certificated shares should they wish to trade therein.
Information relating to the Company
Nature of business:
Protech is a broad based civil engineering organisation, with a specific
focus on fast track bulk earthworks in both the commercial and mining
sectors.
The group has been in operation for the past 17 years, and comprises the
following wholly owned trading subsidiaries:
- Protech Khuthele (Pty) Ltd - (bulk earthworks and roads and
civil engineering contractors);
- Pela Plant (Pty) Ltd - (plant hire); and
- Gauteng Road Testing Services (Pty) Ltd - (geotechnical
laboratory & surveying services).
The following are dormant wholly-owned subsidiaries:
- Protech Project Holdings (Pty) Ltd; and
- Umvundla Investments No. 2 (Pty) Ltd.
The Group`s businesses comprise three specialised areas:
- the provision of earthworks;
- the provision of civil works; and
- mining related earthworks eg overburden stripping, removal of
topsoil.
The Company was incorporated in the Republic of South Africa on 22
September 2000 as M&W Prinsloo Management Services (Proprietary) Limited.
It then changed its name to Protech Khuthele Holdings (Proprietary) Limited
and on 18 July 2007 converted into a public company, Protech Khuthele
Holdings Limited.
Purpose of the placing:
The purpose of the placing is to:
- raise R12.5 million for working capital purposes;
- place Protech in a position to expedite organic and acquisitive
growth;
- widen Protech`s investor base;
- afford applicants, as well as employees through the share scheme, the
opportunity to participate directly in the equity and future growth of
Protech; and
- enhance investor and general public awareness of Protech.
Prospects:
The directors believe that the current growth within the construction
sector and the continued focus on the development of infrastructure in
Southern Africa will raise the demand for the provision of civil
engineering, construction and earthworks services to these markets.
Protech`s forecast is predominantly based on organic growth. The directors
believe that organic growth is achievable as infrastructure developments
gain momentum such as the Gautrain project, development and upgrading of
stadiums and facilities in preparation for the 2010 FIFA World Cup and the
general infrastructure development and expansion projects driven by both
the Government and the private sector.
Information relating to the directors:
Details of the directors, all of whom are South African, are as follows:
Name of director Designation Age Business address
Executive directors
GD Chapman Chief Executive 44 Cnr R512 to Lanseria
Officer and Elandsdrift
Road, Bultfontein
CJA Wolmarans Financial 39 Cnr R512 to Lanseria
Director and Elandsdrift
Road, Bultfontein
Non-Executive
directors
DA Ackerman Non-executive 48 38 Grosvenor Road,
Chairman Bryanston, 2194
P van Tonder Non-executive 44 Metropolitan Office
director Park, 82 Wessels
Road, Rivonia
V Raseroka Non-executive 47 715 Willowgrove
director Street, Willowgrove
Village, Dainfern
MSG Mareletse Independent Non- 48 Parc Nicol Building,
executive 3001 William Nicol
director Drive
Financial statistics
*Unaudited
Pro forma Forecast
Year ended year ended
28 February 29 February
2007 2008
Attributable income 35 989 48 270
(R`000)
Headline earnings per 12.0 13.5
ordinary share (cents)
Price earnings ratio on 9.7 7.4
offer price (times)
Earnings per ordinary 10.3 13.5
share (cents)
Earning yield on offer 10.3% 13.5%
price (%)
Net tangible asset value 19.2 35.3
(cents)
* Unaudited as there was no group structure as at 28 February 2007.
However, the individual underlying subsidiaries were audited without
qualification.
Notes:
The information presented above is unaudited and has been prepared on the
following assumptions:
- adjustments have been made assuming that the restructuring in terms of
which Protech acquired its interests in the five subsidiaries was
effective at the commencement of the respective accounting periods;
- it has been assumed for the purposes of the pro forma income statement
that the proceeds of the private placing were received on 1 August
2007; and
- adjustments have been made assuming 12 500 000 new ordinary shares
were issued in terms of the private placing at R1.00 per share.
Dividend policy
It is the directors` intention to commence paying dividends to shareholders
once the company has achieved mature growth and to reconsider the dividend
policy periodically thereafter to take account of prevailing circumstances
and future operating capital requirements. It is expected that initially
all earnings generated will be used to expand Protech`s core business.
Details of the placing and salient dates:
Number of placing shares 12 500 000
Price per placing share R1.00
Total amount to be raised before R12 500 000
listing expenses
2007
Opening date of the offer (09h00) Tuesday, 31 July
Closing date of the offer (12h00) Wednesday, 1 August
Anticipated listing date Tuesday, 7 August
Safe custody accounts at CSDP`s or Tuesday, 7 August
brokers updated in respect of
dematerialised holders on or about
If applicable, any return of any Tuesday, 7 August
placing application monies
Copies of the Pre-Listing Statement
Copies of this pre-listing statement, in English, may be obtained during
business hours from the offices of:
Protech;
the sponsor;
the corporate advisors; and
the transfer secretaries.
Johannesburg
27 July 2007
Sponsor: Ernest & Young Sponsors (Pty) Limited
Date: 27/07/2007 15:00:04 Produced by the JSE SENS Department.
