| Tue 26 Aug 2008, 17:56 | | AEC - Anbeeco Investment Holdings Limited - Posting of circular to Anbeeco |
|
AEC
AEC
AEC - Anbeeco Investment Holdings Limited - Posting of circular to Anbeeco
shareholders in respect of the reverse take-over acquisition and withdrawal of
cautionary announcement
ANBEECO INVESTMENT HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1984/002788/06)
Share code: AEC & ISIN no: ZAE000000162
("Anbeeco" or "the company")
POSTING OF CIRCULAR TO ANBEECO SHAREHOLDERS IN RESPECT OF THE REVERSE TAKE-OVER
ACQUISITION BY ANBEECO OF A MILLION UP INVESTMENTS 105 (PROPRIETARY) LIMITED
("THE ACQUISITION") AND ALL MATTERS RELATING THERETO INCLUDING THE RESTRUCTURE
OF THE SHARE CAPITAL OF THE COMPANY, SPECIFIC ISSUES OF SHARES, RELATED PARTY
TRANSACTIONS, PRO FORMA FINANCIAL EFFECTS, ERRATA IN THE CIRCULAR POSTED TO
SHAREHOLDERS AND WITHDRAWAL OF CAUTIONARY
INTRODUCTION
Further to the announcement in respect of the acquisition by Anbeeco of the
entire issued share capital in A Million Up Investments 105 (Proprietary)
Limited ("AMU"), dated 12 December 2006, shareholders are advised that, on
Monday, 25 August 2008, the company posted to shareholders a circular containing
details of proposals in respect of:
- the consolidation of the existing share capital of the company on an 11:100
basis;
- the restructuring of the share capital of the company after consolidation
of its share capital;
- the increase in the authorised share capital of the company;
- the acquisition by the company of the entire issued share capital of AMUI,
categorised as a related party transaction;
- a waiver by Anbeeco minority shareholders of their right to receive a
mandatory offer in terms of the provisions of Rule 8 of the Securities
Regulation Code on Take-overs and Mergers and the rules of the Securities
Regulation Panel (the "SRP Code");
- the change of name of the company to Quantum Property Group Limited;
- the adoption of a new memorandum of association and new articles of
association of the company;
- the terminations of the Anbeeco Share Incentive Scheme and the Anbeeco
Share Trust;
- restraints of trade with certain executive directors;
- specific issues of shares for cash;
- approval of amendments to the management agreement entered into by the
company;
- a general authority to issue shares for cash; and
- the transfer of the listing of the company from the Main Board of JSE
Limited ("JSE") to the Alternative Exchange of the JSE (collectively
defined as "the proposals"),
and incorporating
- a notice of general meeting;
- a form of proxy, applicable to certificated and dematerialised own name
shareholders only; and
- a form of surrender, applicable to certificated shareholders only,
together with revised listing particulars relating to the reconstitution of
the company under the new name Quantum Property Group Limited after
implementation of all the aforegoing proposals.
The circular contains a notice of general meeting of the company at which
shareholders will be required to approve the proposals.
SALIENT DATES AND TIMES
The salient dates and times relating to the proposals are set out below:
2008
Last day to lodge forms of proxy (blue) in Monday, 15 September
respect of the general meeting by 10:00 on
General meeting of Anbeeco shareholders to Tuesday, 16
be held at 10:00 on September
Results of general meeting released on SENS Tuesday, 16
and AltX website September
Results of general meeting published in the Wednesday, 17
press September
Release of abridged revised listing
particulars and finalisation data on SENS Friday, 3 October
and the AltX website
Release an abridged revised listing Monday, 6 October
particulars and finalisation data in the
press
Last day to trade in the name of Anbeeco Friday, 10 October
Investment Holdings Limited
No share certificates in the name of the Friday, 10 October
company, Anbeeco Investment Holdings Limited
may be dematerialised or rematerialised
after
Consolidated shares, together with new Monday, 13 October
shares issued in terms of the acquisition
and the issues of shares for cash, will
trade in the new share name with ISIN ZAE
000125647 and the JSE share code QPG, on
AltX from
Entitlements to new shares and consideration Monday, 13 October
shares and entitlements to trade in such
shares vest from
Record date Friday, 17 October
Dematerialised shareholders will have their Monday, 20 October
accounts at the CSDP or broker updated on
Certificated shareholders will have new Monday, 20 October
certificates in the name of Quantum Property
Group Limited posted by registered post,
provided their old share certificates have
been surrendered by 12:00 on Friday, 17
October 2008, on or about (otherwise within
five business days after receipt of such old
share certificates)
Notes:
1. The above dates and times are subject to amendment. Any such amendment will
be released on SENS, the AltX website and published in the press.
2. No orders to dematerialise or rematerialise securities will be processed
from the business day following the last day to trade. Orders in the new
name of the company will again be processed from the first business day
after the record date.
3. The certificated register will be closed between the last date to trade and
the record date.
REMAINING CONDITIONS
The proposals are subject to the following remaining conditions:
- shareholder approval in general meeting and registration of special
resolutions; and
- a waiver by Anbeeco`s shareholders in general meeting of any requirements
for GLM Investments (Proprietary) Limited (registration number
2003/003980/07) to make a mandatory offer in terms of the SRP Code to all
current shareholders as detailed in paragraph 6 of the circular.
SPECIFIC ISSUES OF SHARES AND RELATED PARTY TRANSACTIONS
In terms of the proposals and subject to approval by Anbeeco shareholders, a
total of 20 191 705 new consolidated shares will be issued for cash - of which 6
958 411 new consolidated shares will be issued at R1,80 per share and 13 333 334
new consolidated shares will be issued at R1,50 per share to selected investors
- as follows:
Investor name Number of Issue Percentage
shares price
(Rand)
Captiva Holdings Limited 6 666 667 1,50 4,38
Compass Projects Close 6 666 667 1,50 4,38
Corporation1
The Leeds Trust 100 000 1,80 0,07
Prodiam Investments CC 550 000 1,80 0,36
Stefanus Christiaan Jacobus 73 334 1,80 0,05
Britz
The Richard Moss Family Trust 555 600 1,80 0,37
Jamie Levin 111 111 1,80 0,07
Mark Clive Tobin 12 000 1,80 0,01
Colin Wainer 75 000 1,80 0,05
Alan Julian Menachemson 112 378 1,80 0,07
Professor Lovemore Mbigi 555 600 1,80 0,37
Tufts Property Investment CC 555 560 1,80 0,37
Joan Dryden 200 000 1,80 0,13
Columbia Falls Properties 61 2 777 780 1,80 1,82
(Proprietary) Limited
Business Venture Investments 277 778 1,80 0,18
1031 (Proprietary) Limited
Martin Zunde 111 110 1,80 0,07
Ian Levitt 300 000 1,80 0,20
Thulani Vundla 55 560 1,80 0,04
Angela Victoria Sarah Cohen 138 890 1,80 0,09
Candle Capital (Proprietary) 250 000 1,80 0,16
Limited
Melanie Lorraine de Nysschen 46 670 1,80 0,03
Total 20 191 705 13,27
Note:
The percentage of shareholding above assumes the implementation of all
proposals.
Mr Gary Itzikowitz, the Chief executive officer of Anbeeco, is also the sole
member of Compass Projects CC and accordingly a related party in terms of the
JSE Listings Requirements. Mr Ian Levitt is a non-executive director of Anbeeco
and Mrs Angela Cohen is deemed to be an associate of the Chairman of Anbeeco and
accordingly Mr Levitt and Mrs Cohen are deemed to be related parties in terms of
the JSE Listings Requirements. Opinions have been obtained from an independent
professional adviser in respect of these particular proposed issues of shares
for cash. These opinions are contained in Annexures 8A and 8B to the circular.
The financial effects of the specific issues of shares referred to above are
disclosed below under the heading "Pro forma financial effects of the proposals"
and are set out in Annexure 3 to the circular.
Further to the specific issues of shares for cash, issues of shares will also be
made in part payment of restraint of trade agreements entered into between
Anbeeco and Messrs Gary Itzikowitz and Irwin Steven Schmidt as executive
directors of the company who are deemed to be related parties in terms of the
JSE Listings Requirements. Opinions have been obtained from an independent
professional adviser in respect of the aforementioned proposed issues of shares
and are contained in Annexures 7B and 7C to the circular. The balance of the
aforementioned restraints as well as the restraint entered into between Anbeeco
and Mr Chaim Cohen as Chairman of Anbeeco, will be settled in cash. Mr Cohen is
deemed to be a related party in terms of the JSE Listings Requirements and an
opinion has been obtained from an independent professional adviser in respect of
the restraint concerned and is contained in Annexure 7A to the circular.
A promoter`s fee of R3,6 million plus VAT thereon is payable to Bonheur 92
General Trading (Proprietary) Limited, the management company of Anbeeco for the
promotion of the reverse take-over listing detailed in the circular. The
promoter`s fee will be settled as to R3,6 million by the allotment and issue of
new consolidated shares at R1,80 per share. Bonheur has agreed to renounce its
entitlement to the 2 million consideration shares in favour of the following
parties:
- Chaim Cohen: 400 000 shares;
- Gary Itzikowitz: 1 033 333 shares;
- Irwin Steven Schmidt: 400 000 shares; and
- Mark Raymond Taitz: 166 667 shares.
By virtue of inter alia the directorships of Messrs C Cohen, G Itzikowitz and IS
Schmidt in both Anbeeco and Bonheur, an opinion has been obtained from an
independent professional adviser in regards to the terms of the promoter`s fee.
The relevant opinion is reproduced in Annexure 6 to the circular.
PRO FORMA FINANCIAL EFFECTS OF THE PROPOSALS
The table below summarises the pro forma effects of the proposals and is based
on the published financial results of Anbeeco for the 12-month interim period
ended 29 February 2008 and the adjusted audited results of AMU for the year
ended 29 February 2008.
The pro forma financial effects of the proposals are reported on in Annexure 4
of the circular and are set out in Annexure 3 of the circular.
The unaudited pro forma financial information of Anbeeco has been compiled and
reported on in terms of The Guide on Pro Forma Financial Information, issued by
SAICA. In compliance with the JSE Listings Requirements, the unaudited pro forma
financial information of Anbeeco has been prepared to provide information about
how the proposals might have affected Anbeeco, had the proposals been effected
on 1 March 2007 (i.e. for the 12-month period from 1 March 2007 to 29 February
2008) for income statement purposes and on 29 February 2008 for balance sheet
purposes.
The unaudited pro forma financial information has been prepared for illustrative
purposes only and, because of its nature, may not fairly reflect Anbeeco`s and
the group`s consolidated financial position, changes in equity, results of
operations or cash flows after the proposals. The unaudited pro forma financial
information is the responsibility of the directors. The independent reporting
accountants` report on the unaudited pro forma financial information of Anbeeco
is reproduced in Annexure 4 to the circular.
Before 1, 2 Proposed Acquisition Restraints
initial issue and issue of and related
of shares for consideration issue of
cash, share shares shares
consolidation
and proposed
share capital
restructuring
EPS (12,20) - 13,90 (480,00)
(cents)
HEPS (12,20) - 13,90 (480,00)
(cents)
NAV (27,90) 0,02 24,14 180,00
(cents)
NTAV (27,90) 0,02 24,14 (300,00)
(cents)
Number of
shares in
issue 14 675 641 1 619 320 120 000 000 8 333 340
Table Continues:...
Promoter`s Specific After all the Change
fee and issue of proposals
related issue shares for
of shares cash
- - (16,51) (35%)
- - (16,51) (35%)
- 160,19 47,47 270%
- 160,19 21,18 176%
2 000 000 20 191 705 152 144 365
Notes:
1. Extracted from the audited interim results of Anbeeco for the 12-month
interim financial period ended 29 February 2008. The shares in issue as at
29 February 2008 numbered 14 675 641, excluding the shares held by the
Anbeeco Share Trust.
2. The "Before" column reflects the number of ordinary shares before the
initial issue of shares for cash, share consolidation, capital
restructuring, acquisition, issue of consideration shares, restraints and
related issue of shares, promoters fee and related issue of shares and the
specific issue of shares for cash. The "After" column reflects the number
of ordinary shares after the conversion of the shares in issue on a 11:100
basis, capital restructuring, acquisition, issue of consideration shares,
restraints and related issue of shares, promoters fee and related issue of
shares and the specific issue of shares for cash.
3. The number of shares in issue is based on the proposed 11:100
consolidation, the share capital restructuring set out in Annexure 11 to
the circular, the issue of 120 000 000 consideration shares, the issue of
20 191 705 new consolidated shares by way of issues of shares for cash, the
issue of 2 000 000 consolidated shares at R1,80 per share in part payment
of a promoter`s fee and the issue of 8 333 340 consolidated shares at R1,80
per share in part payment of restraints of trade.
4. It is assumed that costs incurred and still to be incurred in respect of
the listing, as well as the promoter`s fee, are written off against share
premium, in so far as such writing off is permissible in terms of the
Companies Act 1973.
The pro forma financial information is presented in a manner consistent with the
format and accounting policies of the company as reported in Appendix 4 of the
revised listing particulars. In quantifying pro forma adjustments, the company
applied accounting policies on the same basis as the company would normally
adopt in the preparation of its annual financial statements. In preparing pro
forma financial information applicable to adjustments in respect of material
acquisitions, the company`s accounting policies were applied. The pro forma
financial information was prepared in accordance with the policies adopted in
presenting the unadjusted financial information of the company at the relevant
date and for the relevant period even where new accounting standards may apply
subsequently.
Extracts from AMU`s financial statements are set out in Annexure 1 of the
circular. The independent reporting accountants report on the historical
financial information of AMU is reproduced in Annexure 2 of the circular.
ERRATA
Shareholders are advised that errata occurred on pages 24 and 50 of the circular
and are hereby corrected to accord with the circular formally approved by the
JSE and signed by the directors.
The pro forma financial effects as reported in paragraph 11 of the circular
(page 24) and Annexure 3 to the circular (page 50) are hereby corrected. On page
24, the adjustments in the column headed "Acquisition and issue of consideration
shares" are reflected in brackets, therefore as negative adjustments, whereas
they should all be positive adjustments i.e. without brackets, in respect of
EPS, HEPS, NAV and NTAV. On page 50 under the column headed "Acquisition and
issue of consideration shares" the adjustments in respect of NAV and NTAV are
reflected as negative adjustments whereas they should be positive adjustments
i.e. without brackets. On page 50 the number of shares referred to in the column
headed "Promoter`s fee and related issue of shares" is indicated as 200 000 000
whereas the number of shares should read 2 000 000. Also on page 50 under the
column headed "After all the proposals" the NTAV effect is reflected as negative
whereas it should be positive, i.e. without brackets.
WITHDRAWAL OF CAUTIONARY
Further to the announcement dated 11 July 2008 shareholders are referred to the
circular posted on 25 August 2008 containing details of the proposals as well as
the financial effects set out above in respect of the acquisition as well as
material proposals and, accordingly, caution is no longer required to be
exercised by shareholders when dealing in Anbeeco shares. The cautionary is
hereby withdrawn.
26 August 2008
Sponsor and Designated adviser
Merchant Sponsors
Corporate adviser
Candle Capital (Proprietary) Limited
Legal adviser
Werksmans Attorneys
Auditors and reporting accountant
Grant Thornton
Independent professional adviser
Mazars Moores Rowland Corporate Finance (Proprietary) Limited
File name: EmailDetails.txt
NOTE-
DESCRIPTION-
From: melanie@quests.co.za
To: SensSystem_User;
CC: Tshifhiwa Tshimauswu; fred@quests.co.za; `Monique Martinez`;
brian@merchantec.co.za; don@merchantec.co.za;
Subject: Re: Anbeeco Investment Holdings Limited - Announcement
Message:
Dear Sens -
Kindly find attached, for immediate release, an announcement in respect of
Anbeeco Investment Holdings Limited.
Many thanks,
Melanie.
PS: Will Lindt do?!?
Kind regards,
MERCHANT SPONSORS (PROPRIETARY) LIMITED
PER: Melanie L de Nysschen
+27 11 325 6363 Switchboard
+27 11 325 4133 Direct
+27 82 465 8969 Cellphone
+27 11 325 6362 Main facsimile
+27 11 325 4103 Direct facsimile
melanie@quests.co.za
2nd floor, North Wing, Hyde Park Office Tower, cnr 6th Road & Jan Smuts
Avenue, Hyde Park, Johannesburg, PO Box 413146 Craighall 2024
www.merchantsponsors.co.za
The provisions of Section 11 of the Electronic Communications and
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enforceable and binding on the recipient/addressee.
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please advise the sender by email, and delete the message. Unauthorised
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Everything in this e-mail and attachments relating to the official business
of Merchant Sponsors is proprietary to the company.
Caution should be observed in placing any reliance upon any information
contained in this e-mail, which is not intended to be a representation or
inducement to make any decision in relation to Merchant Sponsors. Any
decision taken based on the information provided in this e-mail, should only
be made after consultation with appropriate legal, regulatory, tax,
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The e-mail address of the sender may not be used, copied, sold, disclosed or
incorporated into any database or mailing list for spamming and/or other
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No warranties are created or implied that an employee of Merchant Sponsors
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this e-mail.
Date: 26/08/2008 17:56:25 Produced by the JSE SENS Department.
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