| Wed 25 Feb 2009, 11:00 | | CNX - Conafex - Proposed Delisting From JSE And LUXSE And Offer To |
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CNX
CNX
CNX - Conafex - Proposed Delisting From JSE And LUXSE And Offer To
Repurchase Shares
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 the announcement published on 5 September 2008
advising shareholders of the offer by Conafex to repurchase all of the
company`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.
Shareholders are further referred to the update announcement published on 9
October 2008 wherein shareholders were advised that at formal submission
stage of the circular the decision was taken by the JSE not to allow the
repurchase of the shares by the company as proposed, until the company
published its financial information for the year ended 30 September 2008
whereafter the company would announce the revised offer price based on the
2008 year end results and the salient dates. The company`s audited results
for the financial year ended 30 September 2008 were published on 26 January
2009.
2. REVISED OFFER PRICE BASED ON THE SEPTEMBER 2008 AUDITED RESULTS
The Board of Directors ("the Board") of Conafex has resolved, subject to
the fulfilment of the conditions precedent set out in paragraph 6 below,
that Conafex will offer to repurchase all of the company`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 R11.60 per share ("the offer") and to subsequently
terminate the listing of the company on the JSE and the LuxSE.
3. 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 LuxSE 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.
4. SALIENT FEATURES OF THE OFFER
4.1 Mechanics of the offer
Conafex will make an offer to the offer shareholders to acquire the
offer shares for a cash consideration of R11.60 per share. The offer
will be implemented by way of a repurchase by Conafex of the offer
shares.
4.2 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
1Before After % change
acceptance acceptance If the
of the of the offer is
offer offer accepted
(cents) (cents)
Market value per share1 1300 1300 0
Offer price 1160 1160 0
Net asset value ("NAV")2 1006 1160 15
Net tangible asset value 154 1160 651
("NTAV")(cents) 3
Loss per share (cents) (65) 499 252
Headline loss per share (cents) (124) 499 180
3
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 30 September 2008.
3. Based on earnings and headline earnings per share for the year ended
30th September 2008.
4. Assuming an average interest rate on call accounts of 9.01% and an
after tax rate of 5.41%, on the proceeds of the offer.
Pro forma financial effects of the offer on the company.
Before the After the Change
Offer Offer %
(cents) (cents)
Loss per share (65) (76) -16.9
Headline loss per (124) (137) -10.5
share
Net asset value per 1006 960 -4.6
share (cents)
Net tangible asset 154 161 4.6
value
Number of shares in 2,549,131 2,440,585 -4.3
issue
Notes:
1. The `Before the Offer `financial information is based on the published
and audited financial results for the year ended 30 September 2008.
2. The headline and basic loss 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 year ended 30 September 2008. Headline
and basic earnings per share have been adjusted to include 100% of the
attributable earnings of Conafex for the year ended 30 September 2008.
The interest paid has been calculated at 10% based on the assumption
that the transaction will be financed through an 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 30 September 2008 and
this assumption is based on the fact that the controlling shareholders
holding between them 2,440,585 shares 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 30 September 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 will be
included in the 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 accept the offer will remain with Conafex as
shareholders in an unlisted company.
5. 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.
6. 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.
7. SALIENT DATES
2009
Opening date of Offer at 09:00 on Thursday, 26 February
Form of proxy for the EGM to be Wednesday, 18 March
lodged at Conafex`s registered
office by no later than 10.00 (CET)
on
EGM to be held at 10.00 (CET) on Friday, 20 March
Offer is expected to become Friday, 20 March
unconditional after the EGM on
Results of the EGM on SENS and LuxSE Friday, 20 March
on
Results of the EGM to be published Monday, 23 March
in the press in South Africa on
Last day to trade in Conafex Shares Friday, 27 March
on
Shares are "ex" the Offer on Monday, 30 March
Conafex shares are suspended on the Monday, 30 March
JSE trading system commencement of
business day on
Record date for participating in the Friday, 3 April
Offer on
Closing date of the Offer at 12.00 Friday, 3 April
Results of the offer announced on Monday, 5April
SENS on
Payments to shareholders See note 6 below
Conafex shares are delisted on the Thursday, 9 April
JSE and LuxSE commencement of
business day on
The above dates and times are subject to change. Any change will be
released to the LuxSE and the JSE on SENS and published in the press in
South Africa.
8. 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.
9. DOCUMENTATION
A circular, which is subject to the approval of the JSE, will be mailed to
the Conafex shareholders on or about 26 February 2009.
By order of the Conafex Board
25 February 2009
Sponsor
Sasfin Capital (A division of Sasfin Bank Limited)
Independent Reporting Accountant
BDO Spencer Steward Cape Inc
Date: 25/02/2009 11:00:02 Produced by the JSE SENS Department.
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