| Tue 7 Jul 2009, 9:24 | | SFN/SFNP - Sasfin - Specific issue of shares for cash to the international |
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SFN SFNP
SFN
SFN/SFNP - Sasfin - Specific issue of shares for cash to the international
finance corporation
Sasfin Holdings Limited
Incorporated in the Republic of South Africa
Registration Number: 1987/002097/06
(Ordinary share code: SFN ISIN: ZAE000006565)
(Preference share code: SFNP ISIN: ZAE000060273)
("Sasfin" or "the company")
SPECIFIC ISSUE OF SHARES FOR CASH TO THE INTERNATIONAL FINANCE CORPORATION
1. Introduction
Further to the cautionary announcement published on 9 June 2009,
shareholders are advised that Sasfin has entered into a subscription
agreement ("subscription agreement") in terms of which, subject to the
fulfillment or waiver of certain suspensive conditions ("suspensive
conditions"), it will allot and issue new Sasfin ordinary shares ("Sasfin
shares") to the International Finance Corporation , an international
organisation established by articles of agreement among its member
countries including the Republic of South Africa ("IFC"), as a specific
issue of shares for cash on the terms and conditions contained in the
subscription agreement, at a total subscription consideration of
approximately the Rand equivalent of US Dollars ("US$") 10 million
determined with reference to the Rand/US$ exchange rate immediately after
the fulfilment or waiver of the suspensive conditions and at a
subscription price of ZAR24.811 per share, being the approximate volume
weighted average price of Sasfin shares for the 90 days prior to 22 June
2009, provided the total subscription consideration will not exceed US$10
million and provided further that the number of Sasfin shares to be
allotted and issued will not exceed 12% of the enlarged issued ordinary
share capital of the company ("the specific issue of shares" or "the
transaction"). The number of Sasfin shares to be issued to IFC in terms
of the specific issue of shares, will be determined immediately after
fulfilment or waiver of the suspensive conditions.
Subject to such regulatory approvals as may be necessary, the IFC shall
be entitled, upon subscription for the Sasfin shares, to propose an
appropriate person to be appointed as a non-executive director of the
company.
In order to give effect to the specific issue of shares, the company is
required to amend its articles of association to provide for the
inclusion of the IFC`s policy rights on social and environmental
requirements and standards, as contemplated in the subscription
agreement, ("policy rights").
The IFC has in addition to the specific issue of shares entered into a
subordinated loan agreement with Sasfin Bank Limited ("Sasfin Bank") in
terms of which, subject to the fulfilment or waiver of certain suspensive
conditions, the IFC shall provide Sasfin Bank with a subordinated loan
intended to qualify as tier 2 capital in the amount of ZAR 82.45 million
("the loan").
The specific issue of shares and the loan are not conditional upon each
another.
Roland Sassoon ("Sassoon"), representing family entities ("the Sassoon
group"), which collectively are the major shareholder of Sasfin, has
concluded a tag along and put option agreement ("tag along and put option
agreement") with the IFC.
The tag along and put option agreement is subject to the fulfilment of
certain suspensive conditions (including the condition that the
subscription agreement becomes unconditional in accordance with its
terms) and provides, inter alia, that -
1.1 Sassoon undertakes to procure, in favour of the IFC, that members of
the Sassoon group will not sell their Sasfin shares to any third
party, unless an offer is made by such third party, on the same
terms and conditions, to acquire a pro rata portion of the Sasfin
shares acquired by the IFC in terms of the specific issue of shares
subject to the terms and conditions contained in the tag along and
put option agreement; and
1.2 Sassoon grants the IFC the right to put some or all of the Sasfin
shares issued to it in terms of the specific issue of shares to him
in the circumstances contemplated in the tag along and put option
agreement. The IFC shall be entitled to exercise its put option
rights at the put option price, being the volume weighted average
price per Sasfin share over the period of 90 days immediately
preceding the exercise of the put option, subject to the terms and
conditions contained in the tag along and put option agreement.
2. Rationale
The IFC is a member of the World Bank Group (consisting of the
International Bank for Reconstruction and Development, the International
Development Association, the IFC, the Multilateral Investment Guarantee
Agency and the International Centre for Settlement of Investment
Disputes) and focuses on investments and advisory services to build the
private sector in developing countries. As part of its strategic
priorities, the IFC emphasizes building long-term partnerships with
emerging global players in developing countries, as well as developing
domestic financial markets through institution building. The IFC has
identified Sasfin as a partner in terms of increasing the level of access
to finance to the small- to medium-sized enterprises or SME market in
Southern Africa. Thus the transaction and the provision of the loan
mentioned above will not only strengthen the Sasfin group`s capital
position but, will provide the Sasfin group ("the group") with an
influential shareholder which is focused on helping the group grow in its
chosen markets. In addition, Sasfin anticipates that it will benefit from
the new business opportunities which the IFC will be able to introduce to
the group. The proceeds of the specific issue of shares will be utilised
to fund the operations of the businesses of the group.
3. Suspensive conditions
The specific issue of shares is subject to the fulfilment or waiver, as
the case may be, of the suspensive conditions within 120 days of date of
signature of the subscription agreement, or such later date as may be
agreed between the parties in writing. The suspensive conditions include,
inter alia, that:-
3.1 the requisite consents and regulatory approvals, which shall include
but not be limited to that of the Registrar of Banks, the South
African Reserve Bank and the JSE Limited ("JSE") are obtained;
3.2 the resolution of independent shareholders of the company in general
meeting is passed waiving their rights, in terms of Rule 8.7 of the
Securities Regulation Code on Takeovers and Mergers, pursuant to the
implementation of the put option rights granted by Sassoon to the
IFC in terms of the tag along and put option agreement and a
dispensation of the obligation to make a mandatory offer is obtained
from the Securities Regulation Panel;
3.3 the requisite consent of the shareholders of the company in a
general meeting is obtained in respect of the transaction as
contemplated in the listings requirements of the JSE;
3.4 the special resolution of the shareholders of the company in
general meeting amending the articles of association of the company,
as contemplated in paragraph 1 above, is passed and registered by
the Companies and Intellectual Property Registration Office of South
Africa and the Registrar of Banks;
3.5 the tag along and put option agreement becomes unconditional in
accordance with its terms; and
3.6 no material adverse effect has occurred, as contemplated in the
subscription agreement.
4. Financial effects
The table below illustrates the unaudited pro forma financial effects of
the transaction based on the published interim results for the six months
ended 31 December 2008. The preparation of the unaudited pro forma
financial effects is the responsibility of the directors of Sasfin. The
unaudited pro forma financial effects have been prepared for illustrative
purposes only to provide information on how the transaction may have
impacted on Sasfin`s results and financial position, and due to the
nature thereof, may not give a fair reflection of Sasfin`s results and
financial position.
Before After % Change
Headline earnings (R`000) 65 366 68 772 5
Earnings per ordinary
share (cents) 239 225 -6
Headline earnings per
ordinary share (cents) 239 225 -6
Net asset value per
ordinary share (cents) 2 287 2 304 1
Tangible net asset value
per ordinary share (cents) 2 226 2 249 1
Number of ordinary shares
in issue (`000) 27 432 30 713 12
Weighted average number
of ordinary shares in
issue (`000) 27 312 30 592 12
Notes:
1. The figures in the "Before" column have been extracted without
adjustment from the published interim results for the six months
ended 31 December 2008.
2. The figures in the "After" column assume that:
a. The transaction was implemented on 1 July 2008 for earnings
purposes and an after-tax return of 8.5% was generated on the
ZAR81.50 million (assuming an exchange rate of US$1 = ZAR8.015)
received net of estimated transaction costs of ZAR1,245 000;
b. The transaction was implemented on 31 December 2008 for net asset
value purposes;
c. The number of Sasfin shares to be issued to the IFC in terms of
the specific issue of shares, will depend on the Rand / US$ exchange
rate immediately after the date of fulfillment or waiver of the
suspensive conditions. However, the transaction will result in the
IFC owning not more than 12% of the enlarged issued ordinary share
capital of the company.
5. Further documentation and withdrawal of cautionary announcement
A circular to shareholders containing the requisite information
pertaining to the transaction and convening a meeting of shareholders
will be posted to shareholders in due course.
Having regard to the information disclosed in this announcement,
shareholders are advised that they no longer need to exercise caution
when dealing in the company`s securities.
7 July 2009
Waverley, Johannesburg
Lead Sponsor:
KPMG Services (Proprietary) Limited
Joint Sponsor:
Sasfin Capital (a division of Sasfin Bank Limited)
Corporate Law Advisors:
Edward Nathan Sonnenbergs Inc.
Reporting Accountants:
KPMG Inc.
Date: 07/07/2009 09:24:01 Produced by the JSE SENS Department.
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