| Wed 24 Oct 2007, 16:48 | | PPE - Purple Capital Limited - Acquisition by purp |
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PPE
PPE
PPE - Purple Capital Limited - Acquisition by purple capital of 100% of the
issued share capital of global trader issue of
circular and salient dates
Purple Capital Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/013637/06)
Share code: PPE ISIN: ZAE000071411
("Purple Capital" or "the company")
ACQUISITION BY PURPLE CAPITAL OF 100% OF THE ISSUED SHARE CAPITAL OF GLOBAL
TRADER
ISSUE OF CIRCULAR AND SALIENT DATES
1 Introduction
Shareholders are referred to the announcement dated 26 July 2007 regarding the
proposed acquisition by Purple Capital of 100% of the issued share capital of
New World Trader Limited (t/a "Global Trader"), subject to certain approvals and
conditions precedent ("the acquisition").
2 The acquisition and specific issue
Purple Capital entered into an agreement dated 25 July 2007, with the current
shareholders of Global Trader ("the vendors"), to acquire 100% of the issued
share capital of Global Trader for a purchase consideration of Euro36 million on
a fully-diluted basis. The acquisition will be partly financed by funds raised
from the specific issue of 88 555 556 new Purple Capital ordinary shares of 1
cent each for a cash consideration of R1.80 per share to selected financial
institutions ("the specific issue"). The balance will be funded out of current
cash resources and funding facilities available to Purple Capital.
The fully-diluted purchase consideration for the acquisition is Euro36 million,
however there are certain options and warrants to subscribe for ordinary shares
in Global Trader which are to be settled by Purple Capital on a net basis, the
effective execution of which will result in a net purchase consideration of
Euro31.4 million for 100% of the issued share capital of Global Trader.
Based on the annualised results of Global Trader for the six months ended 30
June 2007 the net purchase consideration of Euro31.4 million translates into a
historical price: earnings multiple of 9.53 and an historical EBITDA multiple of
6.35.
3 Approvals obtained and conditions fulfilled
The following approvals have been obtained and conditions fulfilled:
* The Exchange Control Department of the South African Reserve Bank ("SARB")
has approved the acquisition of 100% of the issued share capital of Global
Trader and given authority for the transfer of funds. Purple Capital has
agreed to implement the structure of the transaction required in terms of
this approval and to confirm the approval of SARB Banking Supervision
Department - the SARB Banking Supervision Department has confirmed that the
acquisition does not require its approval;
* Irrevocable acceptances of the offer have been received in writing from
vendors in respect of more than 80% of the shares in Global Trader which
enables Purple Capital to invoke the provisions of Section 204 of the Irish
Companies Act to compulsorily acquire the balance of the shares;
* Approval by the Financial Services Authority in the United Kingdom;
* Approval by the Financial Services Board of South Africa - the Financial
Services Board of South Africa confirmed that it has no objection to the
acquisition; and
* Competition Commission approval.
The acquisition is now only subject to Purple Capital obtaining shareholder
approval.
4 Salient dates and times
2007
Circular distributed to shareholders on Thursday, 25
October
Last date for receipt of proxies for the Wednesday, 14
general meeting by 10:00 on November
General meeting to be held at 10:00 on Friday, 16
November
Results of general meeting released on Friday, 16
SENS on November
Results of general meeting published in Monday, 19
the press on November
Listing of shares at commencement of Monday, 19
business on November
Transfer of Purple Capital`s listing from
the "Financials - Equity Investment
Instruments" sector to the "Financials - Wednesday, 2
Investment Services" sector on January 2008
Note: The above dates and times are subject to change. Any such change will be
released on SENS and published in the press.
5 Circular to shareholders
A circular to shareholders setting out full details of the acquisition, the
specific issue, revised listing particulars and incorporating a notice of the
general meeting will be posted to shareholders on 25 October 2007.
Johannesburg
24 October 2007
Lead sponsor: Bridge Capital Advisors (Pty) Limited
Transaction sponsor: KPMG Services (Pty) Limited
Date: 24/10/2007 16:48:09 Produced by the JSE SENS Department.
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