| Tue 20 Nov 2007, 16:00 | | UNI - Universal Industries - Abridged prospectus: |
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UNI - Universal Industries - Abridged prospectus: listing of universal
industries shares on the JSE limited
UNIVERSAL INDUSTRIES CORPORATION LIMITED
(formerly Universal Food Systems (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1996/004343/06)
JSE code: UNI & ZAE000110664
("Universal Industries" or "the company")
ABRIDGED PROSPECTUS: LISTING OF UNIVERSAL INDUSTRIES SHARES ON THE JSE LIMITED
This abridged prospectus is not an invitation to the public to subscribe for
Universal Industries shares, but is issued in compliance with the JSE Listings
Requirements for information purposes only. The information in this abridged
prospectus has been extracted from the prospectus issued by Universal
Industries on 20 November 2007 ("the prospectus"), copies of which may be
obtained during office hours from the registered office of the company, being,
16 Precision Street, Kya Sands, Randburg until Friday, 23 November 2007.
1. INTRODUCTION
The Universal Industries group is the leading manufacturer and supplier
of:
1.1 ovens, baking systems and supplementary baking equipment to the
South African retail baking market, including supermarkets,
convenience stores, franchises and independent bakeries;
1.2 refrigerated display cabinets in South Africa to supermarkets,
convenience stores and wholesalers; and
1.3 polyurethane insulated panels for cold rooms, freezer rooms and
other industrial applications.
The group comprises well established profitable businesses with:
1.1 forecast profit after tax for the 12 months ending 31 December 2008
of approximately R74 million, which equates to forecast earnings per
share and headline earnings per share of 15.4 cents;
1.2 leading manufacturing and product development capability and
established intellectual property;
1.3 proven products and service levels and a diverse, blue chip client
base including, in respect of Macadams, an established worldwide
network with products exported to more than 65 countries.
2. BRIEF OVERVIEW OF UNIVERSAL INDUSTRIES
2.1 History
The company was established in July 1996 in order to acquire the entire
issued share capital of Insulated Structures (1989) (Proprietary) Limited
("Insulated Structures") and the business conducted by Colcab
(Proprietary) Limited ("Colcab").
With effect from 1 July 2007, the group acquired the Macadams business
thereby expanding its business from the manufacture and supply of
refrigeration systems to include the manufacture and supply of baking
systems.
The underlying businesses in the group are all long established
businesses with:
2.1.1 the Macadams business having been established in 1904; and
Insulated Structures and Colcab`s businesses having been
established in 1986 and 1958 respectively.
2.2 Nature of the business
The group conducts its operations through its 3 whollyowned
operating subsidiaries namely, Colcab, Insulated Structures and
Macadams with Colcab and Insulated Structures manufacturing and
supplying refrigeration systems and Macadams manufacturing and
supplying baking systems.
.
The businesses are the leading manufacturers and suppliers of
refrigerated display cabinets and baking equipment with significant
market shares and have been in business for longer than any of their
local competitors.
Refrigeration business
The group`s refrigeration business is conducted through Colcab and
Insulated Structures out of production facilities in Parow Industria
in Cape Town and Kya Sands in Randburg.
The refrigeration business supplies refrigerated display cabinets,
polyurethane insulated panels for cold rooms, freezer rooms and
other industrial applications and ancillary products. Its clients
are predominantly in the perishable food industry and include all of
the major supermarket chains, convenience stores, fast food shops,
building and refrigeration contractors.
Colcab and Insulated Structures employ approximately 400 employees
and have a highly experienced and committed executive team, the
majority of which are shareholders in the company. Additional
capacity has recently been added to the group`s manufacturing
facilities which, if required, could considerably increase
production levels.
Significant time is spent remaining abreast of international
developments with regard to refrigeration technology. As a result of
its leading manufacturing facilities and Colcab`s full test
laboratory, the group is able to develop, launch and customise new
products for customers.
Baking systems business
The group`s baking systems business is conducted through Macadams
which supplies ovens and supplementary baking equipment to a wide
range of baking outlets. In addition, Marsden Bakeware, a division
of Macadams manufactures high quality pressed metal bakeware (baking
tins and trays) serving the plant and instore baking and
confectionary industry in South Africa and abroad.
As the leading supplier of these products in South Africa, Macadams`
primary customers include all of the major supermarket chains,
franchised food retailers, independent bakeries and pie shops and
franchised bakery operations. The group is also the leading supplier
of bakeware to the industrial baking plants.
Macadams operates out of an EN ISO 9001 certified manufacturing
facility in Blackheath Industrial Park in Cape Town. New product
development and design is a continued focus. The business is
managed on a centralised basis with regional sales offices in
Johannesburg, Durban and Cape Town and has a team of experienced and
highly competent executives, the key members of whom will acquire a
significant interest in the company as a result of the acquisition.
Macadams` products are reliable, robust and easy to operate and have
gained a number of foreign approvals and certifications. Macadams
provides a comprehensive service to its customers. A well-trained
and experienced sales team assists prospective clients with
feasibility studies, layouts, equipment selection, training,
supplier details for ingredients and in obtaining finance.
Through a deliberate export drive over a number of years, Macadams
has established itself in approximately 65 countries through the
appointment of regional agents. Export sales contributed
approximately 25% of turnover (in Rand value) for the 10 months
ended 30 June 2007.
3. DIRECTORS
In terms of the prospectus, the board of Universal Industries comprised
the following directors:
Director Business address
Wayne Brett 2 Arnold Road, Rosebank
(NonExecutive Director)
Avram Levy (NonExecutive 2 Arnold Road, Rosebank
Director)
Ivor Morgan (Financial 39 Industria Ring Road, Parow,
Director) Industria, Cape Town
Daryl Paynter 16 Precision Street, Kya Sands,
(Chief Executive Randburg
Officer)
Subsequent to the finalisation of the prospectus, the following new
directors have been appointed to the board with effect from the date of
the listing:
Director Business address
Leslie Boyd (Independent 54 Tweeddale Road, Hyde Park, Johannesburg,
Non-Executive Chairman) 2196
Colin Brayshaw (Independent Unit 6, 1st Floor, 3 Melrose Boulevard,
Non-Executive Director) Melrose Arch, Melrose North, 2196
Adam Esa 382 Main Road, Tokai, Cape Town
(Non-Executive Director)
Ishmail Essa 382 Main Road, Tokai, Cape Town
(Alternate to Adam Esa)
Abdul Gafoor Khan (Non- 382 Main Road, Tokai, Cape Town
Executive Director and
Deputy Chairman)
Leslie joined Highveld Steel and Vanadium Corporation Limited in 1970 and
was appointed managing director from 1974 to 1983 and then chairman from
1983 to 2001. He was appointed to the board of Anglo American in 1984 and
became deputy Chairman in 1992. He was Chairman of Anglo American
Industrial Corporation from 1992. Leslie also served as Chairman of Anglo
Platinum, AE&CI Limited and Altech among others. He retired from Anglo in
2001 as Executive Vice-Chairman of Anglo American PLC. He is presently
the Non-Executive Chairman of DataTec Limited, Highveld Steel and
Vanadium Corporation, Imperial Holdings Limited and Metmar Limited, and a
Non-Executive Director of Aspen Pharmacare Holdings Limited, Columbus
Stainless (Proprietary) Limited and Sun International Limited. His
previous Non-Executive directorships include Absa Bank, Absa Group,
Acerinox SA (Spain), Li & Fung Limited (Hong Kong) and Tongaat Hulett
Group Limited.
Colin is a Chartered Accountant and a Fellow of the Institute of
Accountants in England and Wales. He was a partner of various firms which
today comprise Deloittes. In his last years in practice he was the
managing partner of Deloitte & Touche followed by being its Chairman. He
is the Governor of the University of Witwatersrand Foundation, Chairman
of Business against Crime Trust, Trustee of St Andrews College Foundation
and Representative of the Institute of Chartered Accountants in England
and Wales in South Africa. Colin is presently the Non-Executive Chairman
of Coronation Investments & Trading Limited and a Non-Executive Director
of Highveld Steel and Vanadium Corporation Limited, Johnnic
Communications Limited and Metmar Trading Limited. His previous
directorships include AE&CI Limited, Agre Insurance Company Limited,
AngloGold Ashanti Limited, Anglo Platinum Limited, Datatec Limited,
Freestone Property Holdings Limited (where is was also appointed
Chairman) and Johnnic Holdings Limited.
Adam has 40 years experience in the development and construction
industry, he was formerly in the employ of Murray & Roberts for 37 years
where he retired early from his position as Construction Director to join
Asrin Property Developers as an executive Director. Adam was involved
with the full spectrum of construction from residential developments to
high rise city centre developments and facilities such as airports.
Current projects under his leadership include the R500 million Big Bay
development which is presently under construction.
Ishmail has 13 years experience in the construction and property
development sector, and holds a diploma in personnel management .He is
currently the CEO of ASRIN Property Developers and under his guidance the
company has grown exponentially for the last 13 years to be one of the
leading Black Empowerment players in the property development industry.
Gaff Khan has 35 years experience in the property development and
construction industry. He joined Murray and Roberts in 1973 as quantity
surveyor and later progressed through the ranks where he served on the
board of directors as well as holding the post of managing director of
the construction entity in Western Cape. He also served on the board of
the National Construction Company. He later joined Asrin Property
Developers as partner and Executive Director.
All of the directors are South African citizens.
4. DETAILS OF THE OFFER
The offer comprises a private placement by Universal Industries to
placees to subscribe for 80 000 000 shares at a subscription price of 150
cents per share, which offer will raise up to R120 000 000. The closing
date of the offer is 12:00 on Friday, 23 November 2007.
5. LISTING ON THE JSE
Subject to the achievement of a spread of public shareholders acceptable
to the JSE, the JSE has granted the company approval for the listing for
up to 480 000 000 shares in the General Industrials - Diversified
Industrials sector of the JSE under the short name "Universal". It is
anticipated that the listing will be effective as from the commencement
of trade on the JSE on Thursday, 29 November 2007. In order to ensure
that the JSE`s spread requirements are satisfied the pre-listing
shareholders will sell
16 000 000 shares to selected institutions prior to the listing date.
Johannesburg
20 November 2007
Joint corporate advisor, legal advisor and sponsor
Java Capital (Proprietary) Limited
Date: 20/11/2007 16:00:05 Produced by the JSE SENS Department.
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