| Tue 19 Feb 2008, 17:21 | | SLL - Stella Vista - Announcement Of A Black Economic Emnpowerment ("BEE") |
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SLL - Stella Vista - Announcement Of A Black Economic Emnpowerment ("BEE")
Transaction ("The Transaction"), A Specific Issue Of Shares And
Withdrawal Of Cautionary
STELLA VISTA TECHNOLOGIES LIMITED
Incorporated in the Republic of South Africa
(Registration number 1996/000172/06)
Share code: SLL & ISIN: ZAE0000018198
("Stella Vista")
ANNOUNCEMENT OF A BLACK ECONOMIC EMNPOWERMENT ("BEE") TRANSACTION ("THE
TRANSACTION"), A SPECIFIC ISSUE OF SHARES AND WITHDRAWAL OF CAUTIONARY
INTRODUCTION
The directors of Stella Vista are pleased to announce that the company has
entered into an agreement dated 19 February 2008, whereby the Woodlane
Consortium ("Woodlane") has agreed to acquire a 25.1% shareholding in Stella
Vista, for a consideration of R7 774 633.
HISTORY AND NATURE OF BUSINESS OF STELLA VISTA
Stella Vista was incorporated in 1994, and listed on the Development Capital
Market sector of the JSE Limited in 1999. The Company is a world leader in the
design of mass communications systems, specialising in LED technology that finds
its application in large screen video displays, text and graphics messaging
displays, advertising, scoreboards, entertainment, video replay screens in
sports stadia and flight information displays at airports.
HISTORY AND NATURE OF BUSINESS OF WOODLANE
The Woodlane Consortium is 55% owned by Sahara Systems (a Sahara Holdings
company), and 45% owned by Pragat Investments, making it a 100% BEE entity. It
was established specifically to invest in Stella Vista. Through one of its major
shareholders, Sahara Systems, it has access to an extensive manufacturing and
infrastructure network spanning sub-Saharan Africa as well as India and the
Middle East. The company commenced international expansion during 2007 with an
initial joint venture with Primedia in the United Kingdom.
RATIONALE FOR THE TRANSACTION
Stella Vista is a market leader in its field in South Africa, and the directors
are confident that the association with Woodlane will enhance opportunities in
the sporting, entertainment and transportation sectors, both locally and within
the rest of Africa, the sub-continent and the Middle East.
Sahara Holdings is an established supplier of information, communication and
digital lifestyle technology to local and international markets. The company
will utilise its expertise and experience to grow its market share and enhance
its offering into the customised visual display systems market.
Atul Gupta, Chairman and Managing Director at Sahara Holdings, who will be
joining the board at Stella Vista, commented: "We are very pleased to commit to
this new venture with Stella Vista. It heralds a new chapter in the growth and
development of our company, and strengthens the overall contribution of both
businesses towards the maturity of the digital lifestyle market. It also
reinforces the channel of technology supply and integration into various markets
in which Sahara continues to increase its competitive advantage."
The sentiment was echoed by Dr Ali Bacher, Chairman of Stella Vista, who said:
"This is a very special moment for all of us. The compatibility between our two
businesses is based on the fact that they (Sahara) understand our business,
these are both family run business that take pride in their work, each has grown
from modest beginnings to become established entities locally and
internationally, and each is driven by passionate, committed leaders. We are
very excited about the potential this venture has in enriching and supporting
technology adoption and integration into existing and emerging markets."
Muris Tabakovic, Chief Executive Officer and founder of Stella Vista, commented:
"The synergies arising from the agreement with Sahara shall be to the mutual
benefit of both companies. We are looking forward to working together in India
and Africa, and to the long term development of new markets both in developing
countries and more traditional established markets."
TERMS OF THE TRANSACTION
In terms of the agreement, the company shall be issuing, subject to the approval
of the transaction by shareholders in general meeting, 48 591 455 new ordinary
shares of 1 cent each to Woodlane at an issue price of 16 cents per ordinary
share, which issue price represents an 9% discount to the volume weighted
average price at which a Stella Vista share traded for the 30 days prior to the
signature of a letter of intent with regard to the transaction.
Certain parties within Stella Vista have at present performance related options
to purchase up to 8 200 000 shares in Stella Vista. Should these options be
exercised by the parties concerned, Woodland has the right, in terms of the
agreement, to purchase sufficient shares at 16 cents per share, to maintain
their shareholding in Stella Vista at 25.1%. Any such transaction will be
announced on SENS and in the press as and when it occurs.
CONDITIONS PRECEDENT
The transaction is subject to the approval of shareholders in general meeting,
as well as the normal statutory approvals for a transaction of this nature.
APPLICATION OF PROCEEDS
The money raised from the specific issue of shares shall be utilised to fund
further research and development within Stella vista`s core areas of expertise.
PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
Set out in the table below are the pro forma financial effects of the
transaction, which have been prepared for illustrative purposes only, to provide
information about how the transaction might have affected the financial
information presented in respect of Stella Vista`s results for the year ended 31
August 2007. The pro forma financial effects, because of their nature, may not
give a true reflection of the financial position of Stella Vista. The pro forma
financial effects are the responsibility of the directors of Stella Vista.
Before After %
Earnings per share (cents) 3.1 (3.8) (227)%
Headline earnings per share (cents) 3.1 5.9 (227)%
Net asset value per share (cents) 8.0 5.9 (25)%
Net tangible asset value per share (cents) 8.0 5.9 (25)%
Number of shares in issue (`000) 145 000 193 591 33.5%
Notes:
The pro forma financial effects have been calculated using Stella Visa`s results
for the year ended 31 August 2007.
The number of shares in issue prior to the transaction has been adjusted to
include those shares to be issued to the proposed share incentive scheme to be
adopted by the company at a future date.
FAIR AND REASONABLE OPINION
An independent expert will be appointed by Stella Vista, subject to JSE
approval, to advise shareholders as to whether the proposed specific issue of
shares for cash is fair and reasonable to shareholders. Their opinion will be
contained in the circular to shareholders to be posted in due course.
GENERAL MEETING
A general meeting of shareholders shall be held at 10:00am on Thursday, 10 April
2008, in the Long Room, Wanderers Cricket Stadium, Corlett Drive, Illovo,
Johannesburg, to consider, and if deemed fit, pass with or without modification,
the special and ordinary resolutions necessary to implement the transaction. A
circular to shareholders is in the process of being prepared and shall be sent
to shareholders in due course.
WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the original cautionary dated 9 October 2007, and
the subsequent
renewals thereof, and are advised that as a result of this announcement, the
cautionary is withdrawn.
INVITATION TO MEDIA AND OTHER INTERESTED PARTIES
The company extends an invitation to the media and any other interested parties
to attend the general meeting in order to gain a full understanding of the
transaction and the impact that it shall have on the company.
Johannesburg
19 February 2008
Corporate Advisor
Manhattan Equity Corporate Finance (Pty) Limited
Sponsor
Arcay Moela (Pty) Limited
Attorneys to Stella Vista
Edward Nathan Sonnenbergs Inc.
Auditors to Stella Vista
PriceWaterhouseCoopers
Date: 19/02/2008 17:21:42 Produced by the JSE SENS Department.
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