| Fri 5 Jun 2009, 17:50 | | SJL - S&J Land Holdings Limited - Proposed Specific Issue of Shares for Cash |
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SJL
SJL
SJL - S&J Land Holdings Limited - Proposed Specific Issue of Shares for Cash
S&J LAND HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/000139/06)
Share Code: SJL & ISIN: ZAE000009965
("S&J" or "the Company")
PROPOSED SPECIFIC ISSUE OF SHARES FOR CASH
1. Introduction
Shareholders are advised that the independent members of the Company`s Board of
Directors have resolved to effect a specific issue of 500 000 ordinary shares
for cash to its executive director, Mr. David Wassung, at an issue price of
R2.10 per share, in terms of a resolution of the independent members of the S&J
Board, duly passed and signed on 25 May 2009, and subject to the continued
listing of the Company on the JSE Limited ("JSE")("the proposed issue"). The
issue price of R2.10 per share represents a 13% premium to the volume weighted
average price of S&J shares over the 30 business days prior to 4 November 2008,
being the date on which the Company`s shares were suspended from
trading on the JSE in accordance with the JSE`s Listings
Requirements applicable to cash shells, as defined.
2. Rationale for the Proposed Issue
The proposed issue is in consideration for professional services rendered by Mr
Wassung to the Company, specifically in the period leading up to the
consolidation and subsequent disposal of S&J`s assets in May 2008.
3. Pro Forma Financial Effects of the Proposed Issue
The table below sets out the unaudited pro forma financial effects of the
proposed issue on S&J. The unaudited pro forma financial effects are presented
for illustrative purposes only and because of their nature may not fairly
present S&J`s financial position, changes in equity and results of operations
after the proposed issue. It has been assumed for purposes of the unaudited pro
forma financial effects that the proposed issue took place with effect from 1
July 2008 for income statement purposes and 31 December 2008 for balance sheet
purposes. The directors of S&J are responsible for the preparation of the
unaudited pro forma financial effects.
Actual Before Pro Forma
the Proposed After the
Issue Proposed
Issue
2008 2008 Percentage
R`000 R`000 Change
Basic loss per share (cents) (1.7) (0.9) 47.91%
Headline loss per
share (cents) (1.7) (0.9) 47.91%
Net asset value per share (cents) 213.7 213.9 0.09%
Net tangible asset value per
share (cents) 213.7 213.9 0.09%
Weighted average number of
shares in issue for the six months
ended 31 December 2008 6,173,306 6,673,306 8.10%
Number of shares in issue at
31 December 2008 6,173,306 6,673,306 8.10%
Notes:
1. The "Before the Proposed Issue" information has been extracted without
adjustment from the interim results of S&J for the six months ended 31
December 2008 ("interim results").
2. The pro forma figures have been restated to reflect the interim
results as if the proposed issue had been effected on 1 July 2008.
This resulted in the following adjustments:
Basic and headline losses were reduced by R45 000 for interest that
would have been earned on the proceeds of the proposed issue.
Net asset value and net tangible asset value per share were adjusted
for the proceeds of the proposed issue and the increased number of
shares in issue.
The weighted number of shares and number of shares have been increased
to reflect the issue of 500 000 shares.
4. JSE Requirements and Documentation
The proposed issue constitutes a specific issue of shares for cash to a related
party, in terms of the JSE`s Listings Requirements. Details of the proposed
issue will be disclosed in S&J`s annual report, to be distributed to
shareholders within 28 days of date hereof, together with a fairness opinion on
the terms of the proposed issue (prepared by an independent expert acceptable
to the JSE) and a Notice of Annual General Meeting, convening a meeting of
shareholders for the purposes of voting on, inter alia, the resolutions
necessary to give effect to the proposed issue.
5. Irrevocable Undertakings
Irrevocable undertakings to vote in favour of the proposed issue have been
received from shareholders representing some 57% of S&J`s issued share capital.
5 June 2009
Randburg
Sponsor: QuestCo Sponsors
Date: 05/06/2009 17:50:01 Produced by the JSE SENS Department.
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