| Wed 17 Oct 2007, 10:55 | | KWS - Kwikspace Modular Buildings - Listing of Kwi |
|
JSE
KWIKS
KWS - Kwikspace Modular Buildings - Listing of Kwikspace on the JSE Limited
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
Kwikspace Modular Buildings Limited
(Formerly Kwikspace Modular Buildings (Proprietary) Limited)
Incorporated in the Republic of South Africa
(Registration Number 1997/008959/06)
ISIN: ZAE000104287 Share Code: KWS
("Kwikspace" or "the Company")
Listing of Kwikspace on the JSE Limited ("JSE")
INTRODUCTION
The JSE has formally approved the listing of a maximum of 87 647 059 shares,
with a par value of R 0.0014 cent each, in the share capital of Kwikspace with
effect from the commencement of business on 8 November 2007 in the "Construction
& Materials - Building Materials & Fixtures" sector of the JSE under the
abbreviated name "Kwikspace" subject to the achievement of the minimum spread
requirements of the JSE.
The shares are being offered by way of a private placement to invited investors
only which offer comprises an offer for subscription and an offer for sale of up
to 42 147 059 ordinary shares in the share capital of Kwikspace (collectively
the "Offer Shares") priced from R 8.50 to R 11 per ordinary share.
Of the Offer Shares, not more than 17 647 059 shares will constitute a new issue
of Kwikspace shares. The balance of the Offer Shares will be sold by existing
shareholders.
INCORPORATION AND HISTORY
The business of Kwikspace was owned by Murray & Roberts Holdings Limited until
1997 when it was sold to Steelwood Africa (Proprietary) Limited ("Steelwood
Africa").
On 30 November 2006, Steelwood Africa sold the Kwikspace business to the
Company. At the same time, Vantage Capital Kwikspace Investments (Proprietary)
Limited acquired a 30% interest in the Company as part of the black economic
empowerment transaction.
Prior to the listing, Steelwood Africa will unbundle its 70% interest in the
Company to its shareholders who are the selling consortium of existing
shareholders, which unbundling is expected to take place on or about 26 October
2007.
Historically Kwikspace comprised a number of distinct business units most of
which have been operating for over 30 years. The major brands include:-
*CI Parkhomes, which started manufacturing and marketing prefabricated
mobile units under various trade names. While the main focus of CI
Parkhomes was on sales, it also operated a small rental fleet;
*Zozo, which initially manufactured and sold playground equipment and later
moved to manufacture site huts and prefabricated mobile units. Zozo also
built up a substantial rental fleet in mobile units; and
*Portacamp, which manufactured, sold and rented mobile units and also had a
substantial rental fleet.
Steelwood Africa expanded the businesses of Kwikspace through organic growth as
well as acquisitions, the most important of which were the acquisition of the
rental business of SJM Relocatable (Proprietary) Limited, which traded as
Marshalls Relocatable Units, and the modular buildings business of AfriCabin
(Proprietary) Limited.
In 1994 a comprehensive rationalisation of Kwikspace`s underlying businesses was
undertaken which resulted in three distinct business units (mobile, panelised
and rental).
NATURE OF BUSINESS
Kwikspace offers a full range of factory-built accommodation solutions for
private and public sector clients. The Company manufactures modular buildings
which are sold either as factory pre-built units (mobile) or delivered and
erected by the Company on site (panelised), or leased (rental).
Kwikspace occupies leading positions in each of its three business segments in
South Africa and is the largest manufacturer of mobile and panelised
accommodation units in South Africa. For the year ended 31 May 2007, the Company
manufactured approximately 72 200m2 of accommodation space. The Company has the
largest rental fleet of mobile accommodation units in South Africa with
approximately 2 200 units in its fleet.
All of the Company`s manufacturing capacity is in South Africa and the principal
operations of the business are focused on South Africa. The Company has
manufacturing plants in Johannesburg (Kliprivier), as well as Cape Town
(Blackheath) and Durban (New Germany). In addition, the Company has rental
operations at these locations and an additional rental operation in Port
Elizabeth (Deal Party). The Company currently employs 387 employees.
In the financial year ended 31 May 2007, approximately 69.92% of Kwikspace`s
revenues were derived from South Africa with the remainder derived from a
significant and growing export business. The geographic focus for the Company`s
exports is the African continent which, in the year ended 31 May 2007, accounted
for 100% of total exports. Exports are focused on the sale of panelised units
to provide office and residential accommodation for large construction or mining
projects. The Company provides an integrated export service to its customers:
it will manufacture the units in South Africa, ship them to the export
destination, and erect the units on site.
DIRECTORS INFORMATION
The Company is currently being managed by the following directors:
Name and Business Occupation / Date of appointment as
nationality address function director
Non-executives
William Robert 22 Hurlingham Chairperson 1 July 1997
George Post Road, Illovo,
British 2196
Mutle Constantine 1st Floor, 3 Director 25 January 2007
Mogase Melrose
South African Boulevard,
Melrose Arch,
Johannesburg,
2198
Lindi Teboho 1st Floor, 3 Director 25 January 2007
Buthelezi Melrose
South African Boulevard,
Melrose Arch,
Johannesburg,
2198
Stephen Kopano 122 16th Director * 10 July 2007
Mota Street,
South African Parkhurst,
2193
Anthony John 15 Crescent Director * 22 August 2007
Phillips Drive,
South African Westcliff,
Johannesburg,
2193
James Alan Flint 22 Milkyway Director * 22 August 2007
South African Avenue,
Linbro
Business
Park, 2090
Executives
Keith Richard 32 Karee Chief 1 July 1997
Coulthard Kloof Road, Executive
South African Waterval, Officer
Kliprivier,
1871
Alan John Russell 32 Karee Financial 1 October 1999
South African Kloof Road, Director
Waterval,
Kliprivier,
1871
Johannes Petrus Strand Road, Coastal 1 October 1999
Jooste Kuilsriver, Sales
South African 7580 Director
Barney Leonard 32 Karee Inland Sales 16 November 2004
Viviers Kloof Road, Director
South African Waterval,
Kliprivier,
1871
Stuart Cole 32 Karee Operations 25 January 2007
Slabbert Kloof Road, Director
South African Waterval,
Kliprivier,
1871
* Indicates Independent
SHARE CAPITAL
The authorised and issued share capital of the Company after the listing is set
out below:
R
Authorised share capital
200 000 000 ordinary shares of R0,0014 280 000
Total authorised share capital 280 000
Maximum issued share capital
87 647 059 ordinary shares of R0,0014 * 122 705.88
Total issued share capital
Share Premium
On 70 000 000 ordinary shares of Nil
R0,0014
17 647 059 ordinary shares of R0,0014 * R149 975 295.62
Total share premium R149 975 295.62
* This table has been prepared on the assumption that 17 647 059 subscription
shares are allotted and issued priced at R8.50, which price will constitute
a par value of R0,0014 per share at a premium of R8,4986 per share.
FINANCIAL INFORMATION
The abridged income statement of the Company for the year ended 31 May 2007 is
set out below. The detailed financial information and reporting accountants
report thereon is contained in the prospectus dated 17 October 2007.
Income statement
12 months*
31 May 2007
R`000
Revenue 139,511
Cost of sales (79,130)
Gross profit 60,381
Other income 12
Operating costs (23,624)
Operating profit 36,769
Interest received 93
Foreign exchange (loss)/gain (63)
Finance costs (9,511)
Durban start-up costs (416)
Profit before taxation 26,872
Taxation (7,795)
Profit after taxation 19,077
Earning per share (cents) 19,077,158
Headline earning per share(cents) 19,130,158
Dividends per share(cents) -
*The first 6 months of the year the Company was dormant.
IMPORTANT DATES AND TIMES
The offer opens at 9:00 on Wednesday, 17 October 2007 and is expected to close
at 17:00 on Wednesday, 31 October 2007.
Opening date of the offer 09:00 Wednesday 17 October 2007
Publication of the prospectus Wednesday, 17 October 2007
Last date for Indication of interest 17:00 Wednesday, 31 October 2007
for the purpose of the book build
Expected closing date of the offer 17:00 Wednesday, 31 October 2007
Private placing price released on Thursday, 1 November 2007
SENS
Private placing price published in Friday, 2 November 2007
the press
Settlement and proposed listing date 09:00 Thursday, 8 November 2007
on the JSE
The above dates and times are subject to change. Any such change will be
released on SENS and published in the South African press.
COPIES OF THE PROSPECTUS
This announcement is not a full pre-listing statement or prospectus. It
contains salient features of the private placing which are set out in detail in
the prospectus issued on 17 October 2007.
Copies of the prospectus can be obtained during normal business hours from 17
October 2007 until 31 October 2007 from the offices of Kwikspace at 32
Kareekloof Road, Waterval, Kliprivier or at Link Market Services South Africa
(Proprietary) Limited at 5th Floor, 11 Diagonal Street, Johannesburg, 2001.
Johannesburg
17 October 2007
Placing Agent, global co-ordinator and transaction sponsor
J.P.Morgan Equities Limited
Lead Sponsor
BDO Questco (Proprietary) Limited
Legal Advisors to Kwikspace
Prinsloo, Tindle & Andropoulos Inc
Reporting Accountants and Auditors
BDO Spencer Steward (JHB) Inc
Legal Advisors to J.P.Morgan Equities Limited
Edward Nathan Sonnenberg
The prospectus does not constitute a prospectus for the purposes of the United
Kingdom Financial Services and Markets Act of 2000 ("FSMA") and has not been
prepared in accordance with the "prospectus rules" made under the FSMA and has
not been approved as a prospectus in the United Kingdom by the Financial
Services Authority.
In the United Kingdom, the prospectus is for distribution only to, and is
directed only at persons, (i) who are "qualified investors" within the meaning
of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (ii) who
have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") (iii) who are high net worth entities
falling within Article 49(2)(a) to (d) of the Order and (iv) to whom it may
otherwise lawfully be communicated (all such persons together being referred to
as "Relevant Persons"). The prospectus must not be acted on or relied on in the
United Kingdom by persons who are not Relevant Persons. Any investment or
investment activity to which the prospectus relates shall be available only in
the United Kingdom to Relevant Persons and will be engaged in only with such
persons.
This announcement does not constitute an invitation to underwrite, subscribe for
or otherwise acquire or dispose of any Offer Shares. Past performance is no
guide to future performance and persons needing advice should consult an
independent financial adviser.
NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR
SOLICITATION IN ANY JURISDICITON WHERE IT IS UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR
OTHER JURISDICTION.
The materials relating to the offering do not constitute, and may not be used in
connection with, an offer or solicitation in any place where offers or
solicitations are not permitted by law.
Date: 17/10/2007 10:55:25 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
