| Wed 3 Jun 2009, 14:30 | | PLC - Placecol - Information Relating To A Specific Repurchase Of 19 806 322 |
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PLC
PLC
PLC - Placecol - Information Relating To A Specific Repurchase Of 19 806 322
Shares, A Proposed Change Of Name And A Notice Of General Meeting
PLACECOL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2003/025374/06)
JSE code: PLC
ISIN: ZAE000102307
("Placecol" or "the company")
INFORMATION RELATING TO A SPECIFIC REPURCHASE OF 19 806 322 SHARES, A
PROPOSED CHANGE OF NAME AND A NOTICE OF GENERAL MEETING
1. SPECIFIC REPURCHASE:
1.1 Background information and details of the specific repurchase of shares:
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. 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. At a general meeting held on 2 October 2008,
shareholders approved the repurchase and cancellation of 11 893 332
shares from the vendors for an aggregate sum of R1.00 as well as the
repurchase and cancellation of 2 400 000 shares issued to the Placecol
Share Incentive Scheme at 100 cents each for an aggregate purchase
consideration of R2 400 000 ("the first repurchase"). As advised on 20
February 2009 it will now be necessary for the company to repurchase a
further 19 806 322 shares from the vendors for an aggregate sum of R1.00
("the specific repurchase") as a result of the revision of the annual
financial statements for the 2008 financial year.
The first repurchase and the specific repurchase are collectively
referred to as the "repurchases".
In terms of the specific repurchase, the company will repurchase,
subject to shareholders` approval, the following shares from the
vendors, which are calculated pro rata to their shareholdings and will
thereafter cancel such shares.
Name of shareholder Number of shares
to be repurchased
Charles William Moolman* 7 957 165
Wessel Johannes de Wet* 7 957 165
Richard Arthur du Toit 2 983 936
Jan Heystek 99 465
Allan Findlay Brown 808 591
19 806 322
*Directors
1.2 Financial effects of the repurchases:
The unaudited pro forma financial effects of the repurchases, for which
the directors are responsible, are provided for illustrative purposes
only to show the effect of the repurchases on earnings and headline
earnings per share as if the repurchases had taken effect on 1 March
2008 and on net asset value and net tangible asset value per share as if
the repurchases had taken effect on 28 February 2009. 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
reviewed results for the year ended 28 February 2009 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:
Notes Reviewed
Before *Unaudited Unaudited Unaudited
the After the After the after the
repur- first specific repur- %
chases repurchase repurchase chases Change
Loss per share
(cents) 2 (3.5) (3.9) (4.1) (4.7) 35
Headline loss
per share
(cents) 2 (3.9) (4.4) (4.6) (5.3) 35
Net asset
value per
share (cents) 3 41.4 42.6 45.7 47.8 16
Net tangible
asset value
per share
(cents) 3 24.3 25.3 28.6 30.3 25
Weighted
average number
of shares in
issue (000`s) 132 505 118 212 112 699 98 405
Shares in
issue at end
of period
(000`s) 4 132 505 118 212 112 699 98 405
*Approved by shareholders at a meeting held on 2 October 2008.
Notes:
1. The "Reviewed Before the repurchases" column reflects the reviewed
results of the company for the year ended 28 February 2009.
2. Earnings and headline earnings per share effects are based on the
assumption that the repurchases were effective on 1 March 2008;
3. Net asset value and tangible net asset value per share effects are
based on the following assumptions and information:
- the repurchases were effective on 28 February 2009;
- the share capital will be reduced by R2.4 million, being the
price of the 2 400 000 shares to be repurchased and cancelled
in respect of the company`s share incentive scheme and the
company`s loan to that scheme will be set-off against the
issued share capital;
- the costs relating to the repurchases are considered to be
immaterial and no account has been taken thereof; and
- the repurchases result in a reduction of R5 388 941 in
goodwill and share premium. This amount has been calculated in
accordance with IFRS 3 (Business Combinations). Goodwill
reduced from R22 435 009 to R17 046 068 and share premium
reduced from R49 459 714 to R44 070 773. The reduction is as a
result of the cancellation of 31 699 654 shares at an issue
price of 17 cents per share as per the original group
restructuring set out in the company`s Prospectus.
4. The actual number of shares in issue will decrease by 34 099 654 as
a result of the repurchases.
2. CHANGE OF NAME:
Shareholders are advised that the directors propose to change the name
of the company from Placecol Holdings Limited to Skinwell Holdings
Limited in order to more accurately reflect the nature of its multi-
brand owner business and to create a platform for the future growth of
the company.
Salient dates relating to the proposed change of name:
2009
Last day for receipt of forms of proxy Tuesday, 30 June
for the general meeting (by no later
than 10h00) on
General meeting of shareholders to be Thursday, 2 July
held at 10h00 on
Results of the general meeting of Thursday, 2 July
shareholders released on SENS on or
about
Special resolutions registered with Thursday, 16 July
CIPRO by no later than
Finalisation announcement relating to Friday, 17 July
the change of name published on SENS
by
Repurchased shares delisted from the Wednesday, 22 July
JSE on or about
Last day to trade under the old name Friday, 24 July
"Placecol Holdings Limited"
Change of name to "Skinwell Holdings Monday, 27 July
Limited" on the JSE effective from the
commencement of business
Trade commences under the new name Monday, 27 July
"Skinwell Holdings Limited" under the
JSE code "SKW", abbreviated name
"Skinwell" and new ISIN ZAE000135893
from the commencement of trading
Record date for the change of name Friday, 31 July
Replacement share certificates will be Monday, 3 August
posted to certificated shareholders,
provided their old share certificates
together with the form of surrender
are received by the transfer
secretaries before 12h00 on the record
date. Any share certificates received
after 12h00 on the record date will be
replaced within 5 business days of
receipt
Dematerialised shareholder accounts at Monday, 3 August
CSDP and/or brokers updated on
Notes:
1. The above dates and times are subject to amendment and any
amendment made will be published on SENS.
2. Shareholders will not be able to dematerialise or rematerialise
securities in the name of Placecol Holdings Limited after Friday,
24 July 2009 and may only dematerialise their new Skinwell Holdings
Limited shares from Monday, 3 August 2009.
3. CIRCULAR TO SHAREHOLDERS AND DELISTING OF THE SHARES:
Shareholders are advised that a circular, regarding the specific
repurchase, the proposed change of name as well as a proposed amendment
to the company`s Memorandum of Association, including a notice that a
general meeting of shareholders will be held on Thursday, 2 July 2009 at
10h00 at the company`s registered office, will be posted to shareholders
on or about 10 June 2009.
Midrand
3 June 2009
Corporate and Designated Adviser
Vunani Corporate Finance
Date: 03/06/2009 14:30:02 Produced by the JSE SENS Department.
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