| Wed 17 Sep 2008, 15:01 | | BFS - Blue - The Proposed Acquisition Of Credit U Holdings Limited |
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BFS
BFS
BFS - Blue - The Proposed Acquisition Of Credit U Holdings Limited
BLUE FINANCIAL SERVICES LIMITED
(Registration number 1996/006595/06)
(Incorporated in the Republic of South Africa)
JSE Code: BFS
ISIN: ZAE000083655
("Blue" or "the Company")
THE PROPOSED ACQUISITION OF CREDIT U HOLDINGS LIMITED
1. Introduction
1.1 Shareholders are referred to the acquisition announcement dated
7 August 2008 (`the original Blue announcement") advising shareholders
that the company had made a firm offer to the board of Credit U Holdings
Limited ("Credit U") ("the offer").
1.2 This announcement serves to set out further salient information in
relation to the offer. This announcement does not constitute a revised
or amended firm intention to make an offer but is issued solely to
provide further information pertaining to the offer.
2. The offer
2.1 The offer entails that Credit U ordinary shareholders will be offered
44.5 Blue ordinary shares for every 100 Credit U ordinary shares held.
The offer amounts to a total purchase consideration of R278 147 250
(based on 115 750 000 Credit U ordinary shares in issue excluding
2 250 000 treasury shares held by the Credit U Employee Share Incentive
Scheme), which effectively translates into a price of 240 cents per
Credit U ordinary share.
2.2 As per the original Blue announcement, Blue will issue 51 508 750
ordinary shares at an issue price of 540 cents per share. In terms of
the offer, 22.25 (50%) of the Blue ordinary shares receivable for every
100 Credit U ordinary shares held by Credit U shareholders was to be pre-
placed with Mr Dave van Niekerk (a shareholder and executive director of
Blue) ("the first underwriter") for a cash consideration of 540 cents
per Blue ordinary share, amounting to R139.07 million as partial
settlement in cash.
2.3 Shareholders are referred to paragraphs y2.4 and y2.6 below for further
details pertaining to the offer and the accompanying joint announcement
by Credit U and Blue released on SENS on 17 September 2008.
2.4 Blue has subsequently deemed it prudent to reduce the exposure of Mr
Dave van Niekerk. In this regard, Mr Riaan Swart (a shareholder and
former executive director of Blue) has been included as a co-first
underwriter together with Mr Dave van Niekerk in terms of the first 50%
tranche as referred to in paragraph y2.2 above (collectively "the first
underwriters").
2.5 Messrs Dave van Niekerk and Riaan Swart have each, in their individual
capacity, provided confirmation to the satisfaction of the Securities
Regulation Panel ("SRP") that they have sufficient cash resources to
meet their respective partial cash settlement obligations.
2.6 Furthermore, Blue has secured additional underwriters to the offer for
the remaining 50% of the Blue ordinary shares for an amount of
R97 351 537.50 in cash. The second underwriters consist of Pictet & Cie
Banquiers Geneva, Halbis Capital Management (UK) Limited, Synerstat
(Pty) Limited, Mr Eric Dalton and the first underwriters (collectively
"the second underwriters").
2.7 The second underwriters have provided confirmation to the satisfaction
of the SRP that they have sufficient cash resources to meet their
obligations in respect of R97 351 537.50 of the offer in the following
proportions:
Underwriter Amount
Mr Dave van Niekerk R30 491 008
Mr Riaan Swart R30 463 191
Pictet & Cie Banquiers Geneva R21 600 000
Halbis Capital Management (UK) R13 197 600
Limited
Synerstat (Pty) Limited R799 740
Mr Eric Dalton R799 999
2.8 As to the remaining 50% of the Blue ordinary shares (i.e. 22.25 out of
44.5 Blue ordinary shares) receivable by Credit U shareholders, 70% of
such shares (being 15.575 shares) can be placed with the second
underwriters in cash. Consequently the maximum cash exposure in terms of
the vendor consideration placing (should all the minority shareholders
elect to place their shares for cash) is R236.5 million (i.e. Credit U
shareholders will be entitled to receive 85% of the purchase
consideration in cash and 15% in Blue ordinary shares).
2.9 Irrevocable undertakings have been obtained from key Credit U
shareholders holding 78.6% of the total issued share capital of Credit U
(which translates into 80.2% of all scheme shares) to accept the offer
and to elect the cash alternative of 540 cents per Blue share referred
to above in respect of 15.575 Blue ordinary shares of their remaining
holdings of 22.25 Blue ordinary shares for every 100 Credit U ordinary
shares held.
2.10 In terms of an agreement between the first underwriters, and to the
extent that the holders of 19,8% of scheme shares elect not to place
15.575 of the remaining Blue ordinary shares receivable by them with the
second underwriters, Mr Dave van Niekerk has undertaken to sell to Mr
Riaan Swart, such number of Blue ordinary shares placed with him in
terms of the scheme, so as to ensure that the total value of Blue
ordinary shares placed with Mr Riaan Swart (in his capacity as either co-
first underwriter or co-second underwriter) in aggregate totals R100
million.
2.11 It should be noted that the information as set out in paragraphs y2.4
and y2.6 above will apply equally to the scheme and the substitute offer
as set out in paragraph 3 of the original Blue announcement.
2.12 The unaudited pro forma financial effects of the offer on the earnings,
headline earnings, net asset value and tangible net asset value per Blue
ordinary share remains the same as before, as set out in paragraph 5 of
the original Blue announcement.
Johannesburg
17 September 2008
Designated and Corporate Adviser
PSG Capital (Pty) Limited
Date: 17/09/2008 15:01:34 Produced by the JSE SENS Department.
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