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JDH
JDH
JDH - JDH - Amendment to unaudited interim results and further announcement on
the convertible loan and proposed share consolidation, salient dates and notice
of general meeting
JOHN DANIEL HOLDINGS LTD
(Incorporated in the Republic of South Africa)
(Registration Number 1998/013215/06)
Share code: JDH ISIN: ZAE000044343
("the Company" or "JDH")
AMENDMENT TO UNAUDITED INTERIM RESULTS AND FURTHER ANNOUNCEMENT ON THE
CONVERTIBLE LOAN AND PROPOSED SHARE CONSOLIDATION, SALIENT DATES AND NOTICE OF
GENERAL MEETING
AMENDMENT TO UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2008
Shareholders are advised that the "per share" information contained in the
unaudited results for the six months ended 31 December 2008 as published on 30
March 2009, is to be amended as follows:
Amended Previously
Group published
Unaudited for Group
6 months Unaudited for
ended 6 months ended
31 December 31 December
2008 2008
R`000 R`000
Note 1 1
Income statements
Revenue 4 283 4 283
Cost of Sales (1 917) (1 917)
Gross Profit 2 366 2 366
Other income 124 124
Selling, distribution and (4 816) (4 816)
administration expenses
Loss before net finance costs (2 326) (2 325)
and tax
Finance costs (650) -
Taxation 833 651
Loss for the year (2 143) (1 674)
Attributable to minorities 616 616
Net loss attributable to (1 527) (1 058)
shareholders
Headline loss (1 527) (1 058)
Amended Previously
Unaudited for published
6 months Unaudited for
ended 6 months ended
31 December 31 December
2008 2008
Net asset value per share 0.18 0.14
(cents)
Net tangible asset value per 0.16 0.12
share (cents)
Basic earnings / (loss) per (0.026) (0.014)
share (cents) attributable to
equity holders of the parent
Headline earnings per share (0.026) (0.014)
(cents) attributable to equity
holders of the parent
Weighted average number of 5 851 976 7 847 007
shares `000
Number of shares in issue `000 5 851 976 7 847 007
NOTE:
(1) The amendment arises due to the prior assumption of the issue of shares for
the convertible loan, which issue is now being treated as contingent in
accordance with IFRS, as the issue of shares is still subject to
shareholder approval. In addition, interest on the loan has been accrued,
adjusted for taxation.
Shareholders are advised that a circular to shareholders has been finalised
relating to the approval of the conversion of the loan, interest and
associated costs through the issue of new shares as well as the
consolidation of the share capital of the company as further detailed below
and accordingly, shareholders are also referred to the pro forma financial
effects below.
CONVERTIBLE LOAN
As previously announced, JDH has entered into a convertible loan agreement
with Golden Oak Corporate Advisors (Pty) Limited ("Golden Oak") dated 31
July 2008 in terms of which the Company has secured a loan of R10 million.
Golden Oak is not a related party to JDH. However, Mr LF Harris, a
material shareholder in JDH, has granted an option to Golden Oak to
transfer up to 1 220 560 062 (One Billion Two Hundred and Twenty Million
Five Hundred and Sixty Thousand and Sixty Two) shares (before the
consolidation detailed in this circular) to Golden Oak in the event that
shareholders do not approve the conversion of the loan and will then take
over the loan from Golden Oak on such pro rata basis. The purchase price
is determined in exactly the same format as those set out in this circular
relating to the conversion of the loan.
Thus the transaction has been treated as a related party transaction and an
independent fairness opinion on the conversion of the loan has been
obtained.
The loan will be convertible at any time up to 30 October 2009, at the
option of Golden Oak following the intended consolidation of the authorised
and issued share capital of JDH detailed below. The conversion price will
be the lower of 35 cents per share or a 10% discount to the 30 day Volume
Weighted Average Price ("VWAP") as per the JSE Limited at the date of
notification of exercise of the option. The loan bears interest at the
prime interest rate.
PROPOSED SHARE CONSOLIDATION
In order to restructure the share capital of the group, it is intended that
the authorised and issued share capital of the Company be consolidated on
the basis of 1 share for every 100 shares held. The authorised and issued
share capital before and after the share consolidation is shown below:
Before: R
Authorised: 15 000 000 000 shares of 0.01 cents 15 000 000
each
Issued: 5 801 975 905 shares of 0.01 cents each 585 198
After:
Authorised: 150 000 000 shares of 1 cent each 15 000 000
Issued: 58 019 759 shares of 1 cent each 585 198
SALIENT DATES AND TIMES
2009
Circular and notice of general meeting to be Wednesday, 08 July
posted to shareholders on
Last day for lodging forms of proxy at 10:00 on Thursday, 30 July
General meeting at JDH`s offices at 1 Lelie Monday, 03 August
Street, Infruitec, Northern Terrain,
Stellenbosch at 10:00 on
Results of the general meeting released on SENS Monday, 03 August
on
Special resolution submitted to CIPRO on Monday, 03 August
Results of the general meeting published in the Tuesday, 04 August
press on
Special resolution and consolidation Thursday, 13 August
certificate registered by CIPRO
Finalisation announcement release on SENS Friday, 14 August
Last day to trade shares under the present Friday, 21 August
share capital in order to be recorded as a
shareholder by the record date on
Trading in shares under the new consolidated
share capital under the ISIN ZAE000136677 Monday, 24 August
commences on
Record date for determining those shareholders Friday, 28 August
whose shares will be subject to the
consolidation on
Forms of surrender for new certificates to be Friday, 28 August
received by the transfer secretaries in order
for new certificates reflecting the
consolidation to be posted on Monday, 31 August
2009, by 12:00 on
Dematerialised shareholders will have their Monday, 31 August
accounts at their CSDP or broker updated on
Date of issue of new replacement share Monday, 31 August
certificates provided that the old share
certificates have been lodged by 12:00 on the
record date on or about
(Share certificates received after this time
will be posted within 5 business days of
receipt)
Notes
1 The abovementioned dates and times are South African dates and times and
are subject to amendment. Any such amendment will be announced on SENS.
2. Should they wish to attend, or vote at the above general meeting,
dematerialised shareholders are required to advise their CSDP or broker by
the cut-off time stipulated above, or in accordance with their agreements
with their CSDP or their broker.
3. Shares in the pre consolidated form may not be dematerialised or
rematerialised after Friday, 21 August 2009.
4. Shares in the consolidated form may be dematerialised or rematerialised as
from Monday, 31 August 2009.
PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects of the convertible loan are set out below. The
pro forma financial effects are the responsibility of the directors, have been
prepared for illustrative purposes only and due to their nature, may not give a
fair reflection of the balance sheet, statement of changes in equity, results of
operations or cash flows of John Daniel after the issue of shares has been
implemented. The Before Column has been extracted from the unaudited published
amended per share information presented above for the six months ended 31
December 2008. These results have been presented with the loan being treated as
equity, but with no assumed share issue as the share issue is contingent upon
shareholder approval.
Unaudited
Published
(Amended as Pro
set forma
out above) After Percent
2008 2008 age
Per share information before
consolidation
Net asset value per share (cents) 0.18 0.12 -33.3%
Net tangible asset value per 0.16 0.11 -33.3%
share (cents)
Number of shares in issue `000 5 851 976 8 709 48.8%
119
Per share information after
consolidation
Net asset value per share (cents) 18.17 12.21 -33.3%
Net tangible asset value per 16.38 11.01 -33.3%
share (cents)
Number of shares in issue 58 520 87 091 48.8%
Assumptions
The "After" column shows the effect of the specific issue of
shares at the assumed conversion price of 0.35 and 35 cents pre
and post consolidation respectively, reflecting the
capitalisation of the convertible loan by Golden Oak through
the issue of new shares in JDH. The agreed conversion price
will be the lower of 35 cents per share or a 10% discount to
the 30-day Volume Weighted Average Price ("VWAP") as per the
JSE Limited at the date of notification of exercise of the
option. For the purposes of these pro forma financial effects,
the conversion of the loan has been assumed at 0.35 cents pre-
consolidation of the shares and 35 cents post consolidation.
Published
Amended
Unaudited
for 6 Group
months Pro
ended forma
31 December After Percent
2008 2008 age
Basic and headline
earnings/(loss)
Per share information before
consolidation
Basic loss per share (cents) (0.026) (0.0146 43.8%
)
Headline loss per share (cents) (0.026) (0.0146 43.8%
)
Weighted average number of shares 5 851 976 8 709 48.8%
`000 119
Per share information (after
consolidation)
Basic loss per share (2.61) (1.46) 18.9%
Headline loss per share (2.61) (1.46) 18.9%
Weighted average number of shares 58 520 87 091 48.8%
`000
Assumptions
The "After" column shows the pro forma effects arising from the
capitalisation of the convertible loan by Golden Oak through the
issue of new shares in JDH, related costs and notional taxation
at 28%.. The agreed conversion price will be the lower of 35
cents per share or a 10% discount to the 30-day Volume Weighted
Average Price ("VWAP") as per the JSE Limited at the date of
notification of exercise of the option. The pro forma effects
of the conversion of the loan have been assumed at 0.35 cents
pre-consolidation of the shares and 35 cents post consolidation
of the share for the purposes of this circular.
NOTICE OF GENERAL MEETING
Shareholders are advised that a general meeting will be held on Monday, 03
August to approve the option to convert the above loan to equity through the
issue of new shares and to approve the proposed consolidation of the share
capital of the company.
JOHANNESBURG
03 July 2009
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 03/07/2009 16:57:14 Produced by the JSE SENS Department.
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