| Tue 11 Nov 2008, 14:24 | | SBL - Sable Holdings Limited - Claw-Back Rights Offer To Raise R35 Million |
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SBL
SBL
SBL - Sable Holdings Limited - Claw-Back Rights Offer To Raise R35 Million
SABLE HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1968/010636/06)
("SABLE" OR "THE COMPANY")
SHARE CODE: SBL ISIN: ZAE000006383
CLAW-BACK RIGHTS OFFER TO RAISE R35 MILLION
Introduction
Sable has finalised the terms to raise approximately R35 million by way of a
claw-back rights offer of 1 830 000 new ordinary shares of R0.50 each ("rights
offer shares") to Sable ordinary shareholders at a subscription price of R19.13
per rights offer share ("subscription price") and in the ratio of one rights
offer share for every one Sable share held ("rights offer"). The subscription
price is at a premium of 12.53% to the closing price of Sable ordinary shares on
10 November 2008 of R17.00.
2. Claw-back
Isdale Holdings BV ("Isdale"), the controlling shareholder of Sable, has agreed
to advance the sum of R35 million and to subscribe for all the shares to the
extent that the shareholders of Sable do not "claw back" their entitlement in
terms of the rights offer, subject to the conditions precedent as set out in 3
below.
3. Conditions Precedent
The subscription by Isdale is subject to the following conditions precedent:
Sable shall have applied for the listing of the Letters of Allocation and the
listing of the rights offer shares on the JSE, and the JSE shall have granted
such listings;
the Letters of Allocation and all relevant accompanying documents shall have
been registered by the Registrar in accordance with the provisions of the
Companies Act; and
to the extent required, all necessary approvals shall have been obtained from
all relevant regulatory authorities.
4. Purpose of the rights offer and use of proceeds
Approximately half of the proceeds of the R35 million rights issue will be used
to follow a rights offer in Vierfontein Properties (Pty) Ltd ("Vierfontein"),
which owns vacant land in its Hazeldean development in the eastern suburbs of
Pretoria. Sable is a 36% shareholder in Vierfontein. Vierfontein will use the
cash injected initially to reduce short term loans and to further finance future
retail, commercial and residential developments.
The balance of the funds will be used in Sable Holdings to reduce short term
debt and thereafter to finance further opportunities in the property market
which are likely to arise in the next 18 to 24 months.
5. Salient terms of the rights offer
The rights offer is being made on the basis that qualifying holders of Sable
shares are offered 1 830 000 rights offer shares at a subscription price of
R19.13 per rights offer share and in the ratio of one rights offer shares for
every one Sable shares held on the record date.
The subscription price is at a premium of 12.53% to the closing price of Sable
shares on 10 November 2008 of R17.00. Upon their issue, the rights offer shares
will be listed on the JSE and rank, pari passu, in all respects with the
existing issued Sable shares.
6. Financial effects
The pro forma financial effects of the rights offer are set out below. The pro
forma financial effects have been prepared for illustrative purposes only to
provide information on how the rights offer may have impacted on the results and
financial position of Sable. Preparation of the pro forma financial effects is
the responsibility of the directors. Because of their nature, the pro forma
financial effects may not fairly present Sable`s financial position after the
rights offer or the effects on future earnings:
Before the After the Percentage
rights offer rights change
30 June 2008 offer
Earnings per share 376.1 326.21 -13.28 %
(cents)
Headline earnings per 219.4 200.61 -8.57%
share (cents)
Net asset value (cents 4 337 3 8803 -10.54%
per share)
Net tangible asset 4 337 3 8803 -10.54%
value (cents per
share)
Number of shares in 8 170 000 10 000 000 22.40%
issue
Weighted average 7 378 000 9 208 000 24.80%
number of
shares in issue
Notes and assumptions:
Pro forma earnings and headline earnings are based on Sable`s published year end
results ended 30 June 2008 after taking into account the following adjustments:
R17,500,000 of interest bearing debt bearing interest at a average of 12.49%
being repaid;
R17,500,000 equity invested in associate company;
R 400 000 transaction costs were included; and
a company tax rate of 28%.
The pro forma earnings figures illustrate the possible financial effects if the
rights offer had been implemented on 1 July 2007.
The net asset value and net tangible asset figures are based on the assumption
that the rights offer happened on 30 June 2008.
7. Documentation
A circular providing full details of the rights offer and incorporating the form
of instruction to holders of Sable shares in certificated and dematerialised
form will be posted to shareholders in due course.
Johannesburg
11 November 2008
Sponsor: Sasfin Capital
A division of Sasfin Bank Limited
Date: 11/11/2008 14:24:01 Produced by the JSE SENS Department.
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