| Fri 5 Sep 2008, 16:00 | | CNX - Conafex Holdings Societe Anonyme - Voluntary Termination Of Listing And |
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CNX
CNX
CNX - Conafex Holdings Societe Anonyme - Voluntary Termination Of Listing And
Offer To Shareholders
CONAFEX HOLDINGS SOCIETE ANONYME
(Incorporated in Luxembourg & RC Luxembourg No. B 17789)
("Conafex" or "the company")
CODE: CNX & ISIN: LU0243998001
- PROPOSED VOLUNTARY TERMINATION OF CONAFEX`S LISTING ON THE JSE LIMITED
("the JSE") AND THE LUXEMBOURG STOCK EXCHANGE (THE "LUXSE");
- OFFER TO REPURCHASE ALL OF THE CONAFEX SHARES IN ISSUE OTHER THAN THOSE
HELD OR CONTROLLED BY THE MAJOR SHAREHOLDERS OF CONAFEX
1. INTRODUCTION
Shareholders are referred to the cautionary announcements published on 30 July
and 21 August 2008 respectively.
The Board of Directors ("the Board") of Conafex has resolved, subject to the
fulfilment of the conditions precedent set out in paragraph 5. below, that
Conafex will offer to repurchase all of it`s shares in issue, other than the
ordinary shares currently held by the controlling shareholder and its
associates, ("the offer shares") for a cash consideration of R13.00 per share
("the offer") and to subsequently terminate the listing of the company on the
JSE and the LuxSE.
2. RATIONALE FOR THE DELISTING AND THE OFFER
In recent years the Company was able to diversify in a limited way in Southern
Africa and now holds a number of investments, predominantly in South Africa.
The scale of these investments does not justify a listing and the Board feels
that the Company should de-list from both the Luxembourg Stock Exchange and JSE
in order to conserve its limited funds to grow the businesses.
Furthermore, Conafex no longer complies with the requirements of a JSE Main
Board listing, and the Board feels that it is unlikely that it will meet the JSE
Listings Requirements in the foreseeable future.
3. SALIENT FEATURES OF THE OFFER
3.1 Mechanics of the offer
Conafex will make an offer to the offer shareholders to acquire the offer
shares for a cash consideration of R13.00per share. The offer will be
implemented by way of a repurchase by Conafex of the offer shares.
3.2 Pro forma financial effects of the offer
The tables below set out the unaudited pro-forma financial effects of the
offer. The pro forma financial information has been prepared in accordance
with guidance on pro-forma financial information provided by SAICA and is
for illustrative purposes only to provide information on how the offer
might have affected the financial position of Conafex and its shareholders.
Because of its nature, the pro forma financial information may not give a
fair reflection of Conafex`s results and financial position. The
compilation, contents and presentation of this circular including the pro
forma financial information are the responsibility of the directors of
Conafex.
Pro forma financial effects of the offer on the shareholder who accepts the
offer.
Before After % change if
acceptance of acceptance of the offer is
the offer the offer accepted
(cents) (cents)
Market value per share 1300 (1) 1300 0
Net asset value ("NAV") 976 (2) 1300 33
Net tangible asset value 152 (2) 1300 755
("NTAV")
Loss per share (76)(3) 35(4) 146
Headline loss per share (74)(3) 35(4) 147
Notes:
1. Based on the volume weighted average price of Conafex shares for the 60
trading days up to and including 29 July 2008, being the last trading day
before the cautionary announcement was published on SENS, and on the
closing price of Conafex shares on 29 July 2008, being the trading day
prior to the publication of the cautionary announcement on SENS..
2. Based on the NAV and NTAV of a Conafex share as at 31 March 2008.
3. Based on earnings and headline earnings per share for the six months ended
31 March 2008 assuming an average interest rate on call accounts of 9.01%
and an after tax rate of 5.41%, on the proceeds of 1300 cents per share.
Before the After the Change
Offer Offer %
(cents) (cents)
Loss per share (76) (84) (10.53)
Headline loss per share (74) (81) (9.46)
Net asset value per share 976 926 (5.12)
(cents)
Net tangible asset value 152 159 4.6
Number of shares in issue 2,549,131 2,440,585 (4.3)
Notes
1. The `Before the Offer `financial information is based on the published and
unaudited interim financial results for the six month period ended 31 March
2008.
2. The headline and basic earnings per share calculations have been based on
the assumption that the Offer was implemented on 1 October 2007 and that it
was effective for the six months ended 31 March 2008. Headline and basic
earnings per share have been adjusted to include 100% of the attributable
earnings of Conafex for the six month period ended 31 March 2008. The
interest paid has been calculated at 10% based on the fact that you have
assumed that the transaction will be financed through this existing loan
agreement that bears interest at 10%, and not through cash balances.
3. The net asset values per share calculations have been based on the
assumption that the Offer was implemented on 30th September 2007 and this
assumption is based on the fact that the shareholders of 2,440,585 (the
remaining shareholders) issued share capital have irrevocably undertaken
NOT to accept the offer.
4. Net asset values per share have been adjusted to include 100% of Conafex`s
net asset value at 31 March 2008. Net asset value per share includes
estimated costs relating to the Offer of R750,000.
5. The pro forma consolidated balance sheet and pro forma consolidated profit
and loss account after implementation of the Offer are included in Annexure
1 to this circular.
6. The pro forma financial effects of the offer have been prepared on the
basis that no Warrants will be exercised as their exercise price is
significantly higher than the Consideration that will be received by a
warrant holder who exercises their warrants in order to accept the offer
for the shares.
Shareholders who do not wish to accept the offer will remain with Conafex as
shareholders in an unlisted company.
4. IRREVOCABLE UNDERTAKINGS
The major shareholders, collectively holding approximately 95.74% of the issued
share capital, have agreed in writing to waive their rights to take up the
offer.
5. CONDITIONS PRECEDENT
The offer is conditional, inter alia, on:
- shareholder approval in general meeting of the requisite resolution
required to effect the termination of the listing of Conafex on the JSE
;and
- The requisite approvals of the JSE and the South African Reserve Bank.
6. OPINIONS AND RECOMMENDATIONS
The Board is of the opinion that the offer is fair to shareholders. They
recommend that shareholders vote in favour of the requisite resolutions to be
proposed at the general meeting.
Sasfin Capital has been appointed by the Board as the independent professional
advisers and consider the terms and conditions of the offer as fair and their
opinion will be included in the circular to shareholders which is in the process
of being finalised.
7. DOCUMENTATION
A salient dates announcement will be published in the press and a circular,
which is subject to the approval of the JSE, will be mailed to the offer
shareholders on or about Tuesday, 9 September 2008.
By order of the Conafex Board
5 September 2008
Sponsor
Sasfin Capital (A division of Sasfin Bank Limited)
Independent Reporting Accountant
BDO Spencer Steward
Date: 05/09/2008 16:00:01 Produced by the JSE SENS Department.
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