| Thu 23 Jul 2009, 8:08 | | PLC - Placecol Holdings Limited - Claw-back rights offer appointment of |
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PLC
PLC
PLC - Placecol Holdings Limited - Claw-back rights offer, appointment of
financial director, appointment of lead designated adviser and withdrawal of
cautionary announcement
PLACECOL HOLDINGS LIMITED
(to be renamed Skinwell Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2003/025374/06)
JSE code: PLC
ISIN: ZAE000102307
("Placecol" or "the company")
CLAW-BACK RIGHTS OFFER, APPOINTMENT OF FINANCIAL DIRECTOR, APPOINTMENT OF LEAD
DESIGNATED ADVISER AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
CLAW-BACK RIGHTS OFFER
1 Introduction and terms of the claw-back rights offer
Placecol has finalised terms in order to raise approximately R6 888 372.55
by way of a claw-back renounceable rights offer of 137 767 451 new ordinary
shares ("rights offer shares" or "subscription shares") to Placecol
ordinary shareholders at a subscription price of R0.05 per rights offer
share ("subscription price") in the ratio of 140 rights offer shares for
every 100 Placecol shares held ("rights offer"). The subscription price
represents a 50% discount to the 30 day volume weighted average price of
Placecol ordinary shares on 14 July 2009 of R0.10. The rights offer
shares, once issued, will rank pari passu in all respects with the existing
issued Placecol shares.
2 Subscription agreement
Certain Placecol executives and advisers ("the subscribers"), have agreed
to advance an amount of R6 888 372.55 to Placecol and to subscribe for all
the shares not "clawed back" by Placecol shareholders, subject to the
conditions precedent set out in 3 below.
The subscribers are WJ de Wet, LJ Rudolph and SF Grobbelaar of Placecol and
WP van der Merwe and E Colyn, Executives of Vunani Corporate Finance.
3 Conditions precedent
The subscription by the subscribers is subject to the following conditions
precedent:
- to the extent required, all necessary regulatory approvals shall have
been obtained from all relevant regulatory authorities; and
- the JSE Limited ("JSE") grants a listing in respect of the
subscription shares.
4 Purpose of the rights offer and use of the proceeds
The continued delay in payments from banks to Placecol on the disposal of
company-owned stores to new franchisees has led to the deterioration of
Placecol`s short-term cash position. The proceeds will be used mainly for
working capital requirements.
5. Financial effects of the rights offer
The unaudited pro forma financial effects of the rights offer, for which
the directors are responsible, are provided for illustrative purposes only
to show the effect thereof on earnings and headline earnings per share as
if the rights offer had taken effect on 1 March 2008 and on net asset value
and net tangible asset value per share as if the rights offer 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 company`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 Placecol and have been adjusted as described
in the notes below:
Reviewed Pro
Before forma
the After %
Notes rights the change
offer rights
offer
Loss per share (cents) 2 (3.5) (2.0) 44
Adjusted loss per share
(cents) 2 (4.7) (2.0) 58
Headline loss per share
(cents) 2 (3.9) (2.2) 44
Adjusted headline loss
per share (cents) 2 (5.3) (2.2) 59
Net asset value per
share (cents) 3 35.5 22.8 (36)
Adjusted net asset value
per share (cents) 3 47.8 22.8 (52)
Tangible net asset value
per share (cents) 3 22.5 15.6 (31)
Adjusted tangible net
asset value per share
(cents) 3 30.3 15.6 (49)
Adjusted weighted
average number of shares 98 405 236 172
in issue (`000)
Weighted average shares
in issue (`000) 132 505 N/a
Shares in issue at end
of period (`000) 132 505 N/a
Notes:
1 The "Reviewed Before the rights offer" column information has been
extracted from the company`s reviewed results for the year ended 28
February 2009.
2. The effects relating to earnings and headline earnings per share and
adjusted earnings and adjusted headline earnings per share are based on the
following assumptions and information:
- the rights offer was effective 1 March 2008;
- R6 888 372.55 was received in terms of the 137 767 451 shares issued;
- no adjustments have been made to reflect any benefit (income or
interest earned / saved) to be derived from the proceeds of the share
issue, in terms of the "Guide on Pro Forma Financial Information"
issued by the South African Institute of Chartered Accountants dated
September 2005. Management is nevertheless of the opinion that the
proceeds of the shares will be used in a manner which will be to the
benefit of shareholders; and
- the expenses relating to the rights offer amount to R1,1 million and
will be written off against share premium.
3. The effects relating to the balance sheet are based on the following
assumptions and information:
- the rights offer was effective 28 February 2009;
- the actual number of shares in issue, after the final cancellation of
shares as approved by shareholders in general meeting on 2 July 2009
will amount to 98 405 322 and the shares in issue will increase by 137
767 451 as a result of the rights offer;
- the share premium account will increase by R6 874 596 as a result of
the rights offer before the write-off of expenses.
6. Further announcements and circular to shareholders
Shareholders will be advised of the salient dates of the rights offer in
due course.
Subject to JSE approval, a circular, providing full details of the rights
offer and incorporating a form of instruction, will be posted to
shareholders in due course.
APPOINTMENT OF FINANCIAL DIRECTOR
Following the announcement, dated 2 July 2009, the board is pleased to announce
the appointment of Wikus Rudolph as the Financial Director of Placecol with
immediate effect. He qualified as a Chartered Accountant in 1997 and gained
experience by working in senior financial positions before joining Placecol.
APPOINTMENT OF LEAD DESIGNATED ADVISER
The board has appointed Grindrod Bank Limited as the independent Lead Designated
Adviser to Placecol with immediate effect.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Pursuant to this announcement, the cautionary announcement is hereby withdrawn.
MIDRAND
23 July 2009
Lead Designated Adviser:
Grindrod Bank Limited
Joint Designated Adviser:
Vunani Corporate Finance
Date: 23/07/2009 08:08:01 Produced by the JSE SENS Department.
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