| Fri 5 Sep 2008, 12:38 | | PLC - Placecol Holdings - Proposed Specific Repurchase And Cancellation Of |
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PLC
PLC
PLC - Placecol Holdings - Proposed Specific Repurchase And Cancellation Of
Shares
PLACECOL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2003/025374/06)
JSE code: PLC
ISIN: ZAE000102307
("Placecol" or "the company")
PROPOSED SPECIFIC REPURCHASE AND CANCELLATION OF SHARES
1. FROM THE VENDORS, IN TERMS OF THE PROSPECTUS
With effect from 1 December 2006, Placecol acquired the entire issued share
capital of, and shareholders` claims on loan account against Placecol
Cosmetics (Pty) Limited ("Placecol Cosmetics"). In terms of the relevant
sale agreement, the vendors agreed that in the event that the February 2008
profit after tax ("PAT") was less than R9.2 million, Placecol would
repurchase 535 306 of the Placecol shares issued to them for every R50 000 by
which the February 2008 PAT was less that R9.2 million for the aggregate sum
of R1.00. The company is accordingly required to repurchase 11 893 332
Placecol shares from CW Moolman, WJ de Wet, RA du Toit, J Heystek and AF
Brown ("the vendors"), pro rata to their shareholdings for an aggregate sum
of R1.00 and to cancel such shares.
At the annual general meeting to be held on 2 October 2008, shareholders will
be asked to approve the repurchase of shares from the following shareholders
once the interim results for the six months ended 31 August 2008 have been
published:
Name of shareholder Number of shares
repurchased
Charles William Moolman* 4 788 059
Wessel Johannes de Wet* 4 788 059
Richard Arthur du Toit* 1 795 522
Jan Heystek 57 144
Allan Findlay Brown 464 548
11 893 332
*Directors
2. FROM THE PLACECOL SHARE INCENTIVE SCHEME
At the annual general meeting to be held on 2 October 2008, shareholders will
be asked, to approve the repurchase, once the interim results for the six
months ended 31 August 2008 have been published, of 2 400 000 shares issued
to the Placecol Holdings Share Incentive Scheme at 100 cents each for an
aggregate purchase consideration of R2 400 000 in order to cancel them as
these shares were never allocated to prospective participants and the pricing
thereof is now substantially higher than the company`s current share price on
the JSE Limited. The repurchase will be set-off against the loan account to
the Placecol Holdings Share Incentive Scheme.
(the proposed repurchase of shares as set out in paragraphs 1 and 2 above are
collectively defined to as "the specific repurchases")
FINANCIAL EFFECTS OF THE REPURCHASES
The unaudited pro forma financial effects of the specific repurchases, for
which the directors are responsible, are provided for illustrative purposes
only to show the effect of the specific repurchases on earnings and headline
earnings per share as if the specific repurchases had taken effect on 1 March
2007 and on net asset value and net tangible asset value per share as if the
specific repurchases had taken effect on 28 February 2008. Because of their
nature, the unaudited pro forma financial effects may not give a fair
presentation of the group`s financial position and performance. The
unaudited pro forma financial effects have been compiled from the audited
consolidated financial statements for the year ended 29 February 2008 and are
presented in a manner consistent with the format and accounting policies
adopted by the company and have been adjusted as described in the notes
below:
Audited Unaudited
Before the After the
Notes specific specific
repurchases repurchases %
Earnings per 2 7.3 8.1 11.0
share (cents)
Headline 2 6.5 7.2 10.8
earnings per
share (cents)
Net asset value 3 45.3 48.1 6.2
per share
(cents)
Net tangible 29.1 30.4
asset value per 3 4.5
share (cents)
Weighted average 118 350 106 456
number of shares
in issue (000`s)
Shares in issue 130 105 118 211
at end of period 1 & 4
(000`s)
Notes:
1. The "Audited Before the specific repurchases" column reflects the
audited results of the company for the year ended 29 February 2008. The 2
400 000 shares issued to the Placecol Holdings Share Incentive Scheme were
excluded when calculating the earnings, headline earnings, net asset value
and net tangible asset value per share as they were treated as treasury
shares at that time.
2. Earnings and headline earnings per share effects are based on the
following assumptions and information:
the specific repurchases were effective on 1 March 2007;
there is no effect in respect of the share trust repurchase as these shares
were taken into account as set out in note 1.
3. Net asset value and tangible net asset value per share effects are based
on the following assumptions and information:
the specific repurchases were effective on 29 February 2008;
the share capital will be reduced by R2.4 million, being the price of the
shares repurchased and cancelled in respect of the Placecol Holdings Share
Incentive Scheme and the company`s loan to the Placecol Holdings Share
Incentive Scheme will be set-off against the share capital issued;
no material costs relate to the specific repurchases; and
the share repurchase results in a reduction of R2 021 866 in goodwill and
share premium. This amount has been calculated in accordance with IFRS 3
(Business Combinations). Goodwill reduced from R22 435 009 to R20 413 143 and
share premium reduced from R49 459 714 to R47 437 848. The reduction is as a
result of the cancellation of 11 893 332 shares at an issue price of 17 cents
per share as per the original group restructuring set out in the company`s
Prospectus dated 10 August 2007.
4 The actual number of shares in issue will decrease by 14 293 332 as a
result of the specific repurchases.
In terms of the JSE Listings Requirements, RSM Betty & Dickson (Tshwane) have
prepared an independent reporting accountants` report on the pro forma
financial effects of the specific repurchases, which report is annexed to the
annual report and is available for inspection at the company`s registered
office.
DELISTING OF THE SHARES
Subject to shareholders` approval of the specific repurchases at the
company`s annual general meeting and once the relevant special resolutions
have been registered by the Registrar of Companies, application will be made
to the JSE for the delisting of the repurchased shares and the cancellation
thereof.
Midrand
5 September 2008
Designated Adviser
Vunani Corporate Finance
Date: 05/09/2008 12:38:01 Produced by the JSE SENS Department.
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