| Tue 20 Nov 2007, 11:20 | | VUN - Vunani Limited - Abridged prospectus |
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JSE
VUN
VUN - Vunani Limited - Abridged prospectus
Vunani Limited
(formerly Vunani Capital Holdings (Pty) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
(JSE code: VUN & ISIN: ZAE000110359)
("Vunani" or "the company")
This abridged prospectus is not an invitation to the public to subscribe for
shares in Vunani Limited ("Vunani"), but is issued in compliance with the
Listings Requirements ("Listings Requirements") of the JSE Limited ("JSE") for
information purposes only. The information in this abridged prospectus has
been extracted from a full prospectus issued by Vunani on 19 November 2007
("the detailed prospectus"), which is available as set out in paragraph 8. At
the date of listing the authorised share capital of Vunani comprises 2 billion
ordinary shares with a par value of 0.01 cent each, of which, after a private
placement of Vunani ordinary shares by way of an offer by the company for the
subscription of 175 000 000 ordinary shares at an issue price of 100 cents per
ordinary share in the share capital of Vunani thereby raising R175 million
before expenses, 1 177 000 000 ordinary shares will be in issue.
ABRIDGED PROSPECTUS
Listing of Vunani ordinary shares ("shares") on the JSE.
1.INCORPORATION AND HISTORY
1.1 The Vunani group of companies was established following a management
buyout on 21 October 2004 by the senior executives, Ethan Dube, Butana
Khoza and Mark Anderson through Business Venture Investments 855 (Pty)
Limited (Registration number 2004/006502/07) (which changed its name to
Vunani Group (Pty) Limited ("VG") on 16 February 2005), of the entire
issued share capital of African Harvest Capital Holdings (Pty) Limited
("African Harvest Capital"), a wholly-owned subsidiary of African Harvest
Limited ("African Harvest"), a company previously listed on the JSE.
1.2 Vunani was incorporated on 1 December 1997 with the name Azureco 9 (Pty)
Limited. It became a wholly-owned subsidiary of African Harvest on 11
October 1999 and changed its name to African Harvest Capital (Pty)
Limited on 11 October 1999, specialising in BEE-related investments,
corporate advisory services, private equity transactions and trading
activities.
1.3 Following the management buy-out, African Harvest Capital changed its
name to Vunani Capital Holdings (Pty) Limited on 16 February 2005 and
again to Vunani (Pty) Limited on 5 November 2007 on which date it was
converted to a public company.
1.4 On 23 May 2005 ABSA Bank Limited acquired a 20% shareholding in Vunani by
way of a subscription for ordinary shares. This transaction provided
Vunani with a capital injection and it provided the group with access to
the further capital which was required to accelerate the growth of its
balance sheet and operating activities.
1.5 Vunani is today a diversified financial services group with a number of
profitable operating businesses.
2. NATURE OF THE COMPANY`S BUSINESS AND INDUSTRY
2.1 The Vunani group is a majority black owned and managed financial services
group.
2.2 Vunani has taken advantage of recent favourable market conditions and has
over the last three years established a number of profitable operating
divisions.
2.3 The group has offices in Johannesburg and Cape Town and employs over 50
people (mainly professionals) focusing on the provision of the following
financial services:
- Investments, private equity investments, asset management and
corporate advisory services;
- Stockbroking; and
- Property investment and development.
2.4 The individual operations set out above are focused on their specific
niche markets but have strong synergies between them. The role of the
senior executives of the company is to ensure that the synergies between
the individual operations are maximised.
2.5 Vunani`s vision is to become a leading provider of financial services.
3. PROSPECTS
In the opinion of the directors of the company, based on experience and
market information available, the prospects of the company include the
following:
3.1 Vunani will continue to take advantage of attractive investment deal flow
to grow its balance sheet.
3.2 The capital injection as a result of the listing will enable the company
to refinance funding provided by third parties where such funding has
been used to acquire equity interests. This is expected to provide
significant short, as well as long-term benefits to the company.
3.3 The company`s operations are well-placed to grow organically and emphasis
will be placed on extracting cash flows from these activities.
3.4 Vunani will seek acquisitions in the financial services sector that can
expand and strengthen its operations.
4. SUMMARY OF HISTORICAL AND FORECAST INCOME STATEMENTS
The summarised historical financial information of Vunani for the
financial periods ended 31 December 2006 and 30 June 2007, and the
forecast financial information for years ending 31 December 2007 and 31
December 2008, the preparation of which is the responsibility of the
directors, are set out below. This financial information must be read in
conjunction with the independent reporting accountants` report thereon
reproduced in Annexures 4 and 5 of the detailed prospectus.
4.1 Extracts from the historical and forecast income statements
Audited Reviewed Forecast Forecast
31 30 June 31 31
December 2007 December December
2006 6 months 2007 2008
15 R`000 12 months 12 months
months R`000 R`000
R`000
Revenue 79 203 56 779 130 822 144 428
Other income 2 145 1 699 21 945 22 793
Operating costs (58 525) (34 749) (87 105) (80 962)
Operating profit 22 823 23 729 65 662 86 259
Investment income 4 372 8 339 13 519 50 472
Fair value 266 125 397 389 670 047 251 247
adjustments
Income from equity 3 604 - 7 124 12 360
accounted
investments
Earnings before 296 924 429 457 756 352 400 338
interest, taxation,
depreciation and
amortisation
Depreciation (1 176) (438) (886) (978)
Amortisation of 50 - - -
intangible assets
Profit before 295 798 429 019 755 466 399 360
interest and
taxation
Net interest paid (18 928) (38 383) (75 274) (66 716)
Profit before 276 870 390 636 680 192 332 644
taxation
Taxation (53 746) (58 579) (107 198) (67 042)
Profit after 223 124 332 057 572 994 265 602
taxation
Outside (54 891) (19 118) (84 579) (11 766)
shareholders
interest
Earnings 168 233 312 939 488 415 253 836
attributable to
ordinary
shareholders
Reconciliation of
headline earnings:
Profit attributable 168 233 312 939 488 415 253 836
to ordinary
shareholders
Headline earnings 168 233 312 939 488 415 253 836
attributable to
ordinary
shareholders
Fully diluted pro 995 000 995 000 1 044 364 1 177 000
forma weighted 000 000 384 000
average shares in
issue on which
earnings are based
(1)
Fully diluted pro 16.9 31.5 46.8 21.6
forma earnings per
share (cents)
Fully diluted pro 16.9 31.5 46.8 21.6
forma headline
earnings per share
(cents)
Notes:
1. The pro forma weighted average number of shares in issue for 31 December
2006 and 30 June 2007 is based on the sub-division and increase of the
ordinary shares in issue into 995 000 000 ordinary shares in issue on the
last practicable date as set out in paragraph 24.3 of the detailed
prospectus. The actual number of shares in issue for 31 December 2006
and 30 June 2007 is disclosed in Annexure 3 of the detailed prospectus.
2. The assumptions upon which the forecast income statements are based are
set out in paragraph 12.2.2 of the detailed prospectus.
5. DIRECTORS, COMPANY secretary and registered office
5.1 Full names, ages, business addresses and functions of the board of
directors of Vunani:
Director Age Function Business address
Vunani
Ethan Gilbert 48 Chief Vunani House Block
Dube Executive C, 151 Katherine
Officer Street, Sandown,
Sandton, 2196
William Guy 58 Chief Vunani House Block
Frawley Financial C, 151 Katherine
Officer Street,
Sandown, Sandton,
2196
Butana Mangaliso 41 Director Vunani House Block
Khoza C, 151 Katherine
Street, Sandown,
Sandton, 2196
Andrew 49 Executive Vunani House Block
Christoffel Chairman C, 151 Katherine
Nissen Street, Sandown,
Sandton, 2196
Chipo Evelyn 34 Director Vunani House Block
Chimombe-Munyoro C, 151 Katherine
# Street, Sandown,
Sandton, 2196
Neil Mark 48 Director Vunani House Block
Anderson C, 151 Katherine
Street, Sandown,
Sandton, 2196
Bongani Blessing 54 Non-executive 14 Ganteeume
Finca * Director Crescent, Quigney,
East London, 5201
Wilhelm Christian 62 Non-executive 5 Inanda Greens,
Ross * Director Albertyn Avenue,
Wierda Valley,
2196
Andre Francois 47 Non-executive ABSA Towers North,
Pieterse ** Director 180 Commissioner
Street,
Johannesburg, 2000
# German
* Independent non-executive
** Non-executive
All other directors, apart from Chipo Evelyn Chimombe-Munyoro, are South
African citizens.
5.2 Company secretary and registered office are:
William Guy Frawley, CA(SA)
Vunani House Block C
Athol Ridge Office Park
151 Katherine Street
Sandown, Sandton, 2196
(PO Box 652419, Benmore, 2010)
6. THE PLACEMENT
6.1 Salient features
6.1.1 The salient features of the private placement are as follows:
Offer price per ordinary share (cents) 100
Par value per ordinary share (cent) 0.01
Premium per ordinary share (cents) 99.99
Number of ordinary shares offered by the 175 000
company for subscription in terms of the 000
private placement
Issue consideration to be received by the R175
company before expenses million
6.1.2 The opening and closing dates of the private placement are as follows:
Opening date of the private Tuesday, 20 November
placement (09:00) 2007
Closing date of private placement Wednesday, 21 November
(12:00) 2007
Proposed listing date on ALTx Wednesday, 28 November
(09:00) 2007
Note:
These dates are subject to change at the discretion of the company. Any
changes will be released on SENS.
6.2 Vunani holds irrevocable undertakings from various selected investors to
subscribe for 175 000 000 shares in terms of the private placement,
amounting to 100% of the private placement shares.
6.3 The private placement of 175 000 000 ordinary shares have been fully
allocated to the investors who have given irrevocable undertakings as set
out in paragraph 6.2 above.
6.4 The placement has not been underwritten and is not subject to a minimum
subscription, being achieved.
7. LISTING ON THE JSE
Subject to the required spread of public shareholders in terms of the
Listings Requirements being obtained pursuant to the private placement,
the JSE has approved the listing of 1 177 000 000 shares on ALTx with
effect from the commencement of business on Wednesday, 28 November 2007.
The shares will trade under the abbreviated name "Vunani" and the JSE
code "VUN" and ISIN ZAE000110359.
8. COPIES OF THE PROSPECTUS
Copies of the prospectus, in English, may be obtained, during business
hours, from Tuesday, 20 November 2007, from the registered offices of
Vunani and the offices of Exchange Sponsors (Pty) Limited and the
transfer secretaries, details of which are set out below:
- the registered office of the company - Vunani House Block C, Athol
Ridge Office Park, 151 Katherine Street, Sandton, 2196;
- the offices of Exchange Sponsors (Pty) Limited - 39 First Road, Hyde
Park, 2196;
- the offices of Computershare Investor Services 2004 (Pty) Limited -
Ground Floor, 70 Marshall Street, Johannesburg, 2001.
Johannesburg
20 November 2007
Designated Adviser
Exchange Sponsors (Pty) Limited
Auditors and reporting accountants
Deloitte & Touche
Attorneys
Fluxmans Inc.
Corporate Adviser
Vunani Capital (Pty) Limited
Date: 20/11/2007 11:20:01 Produced by the JSE SENS Department.
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