| Wed 26 Aug 2009, 7:48 | | PLD - Paladin Capital Limited - Abridged pre-listing statement of Paladin and |
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Pala
PLD - Paladin Capital Limited - Abridged pre-listing statement of Paladin and
the declaration announcement in respect of The Paladin rights offer
Paladin Capital Limited
Incorporated in the Republic of South Africa
(Registration number: 2007/032836/06)
Share Code: PLD
ISIN Number: ZAE000138970
("Paladin" or "the Company")
ABRIDGED PRE-LISTING STATEMENT OF PALADIN AND THE DECLARATION ANNOUNCEMENT IN
RESPECT OF THE PALADIN RIGHTS OFFER
This announcement contains the abridged pre-listing statement of Paladin and
the declaration announcement in respect of the Paladin rights offer.
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement ("abridged pre-listing statement") is not
an invitation to the public to subscribe for shares in Paladin, but is issued
in compliance with the Listings Requirements of the JSE Limited ("Listings
Requirements") ("JSE") for the purpose of providing information to the public
with regards to Paladin.
This abridged pre-listing statement contains the salient information in
respect of the Company, which is more fully described in the Company`s pre-
listing statement that will be issued to shareholders on or about Tuesday, 1
September 2009 ("the pre-listing statement"), the anticipated listing date of
the Company. For a full appreciation of the listing, the pre-listing
statement should be read in its entirety.
1. LISTING ON THE JSE
The JSE has formally approved the listing by way of introduction of 445
933 290 ordinary shares of R0.0001 each in the issued share capital of
Paladin on the Alternative Exchange of the JSE ("Altx"), with the
abbreviated name "PALCAP" and share code "PLD", with effect from the
commencement of trade on Tuesday, 1 September 2009.
2. INCORPORATION AND HISTORY
Paladin was initially incorporated in Pretoria, South Africa as a shelf
company under the name Friedshelf 927 (Proprietary) Limited on 15
November 2007.
The Company converted to a public company under registration number
2007/032836/06 and changed its name to "Paladin Capital Limited" on 12
August 2009.
Paladin was restructured into its current form in preparation for
listing. The details of the restructuring are set out in the pre-listing
statement.
3. OVERVIEW OF PALADIN
Paladin was borne out of PSG Group Limited`s ("PSG Group") realisation
that the group required a stand-alone investment vehicle, to be
characterized by its own unique-styled investment philosophy of seeking
out quality investments.
Paladin is PSG Group`s preferred listed investment vehicle. Paladin
therefore provides investors with a direct entry point or "pure play"
into PSG`s current private equity portfolio and any new deal flow that
may arise in the future, thereby providing such investors with liquid
exposure to what generally can be described as illiquid investments.
Although Paladin is an investment company with a private equity bias, it
is also able to invest in listed equity securities, fixed income
securities, convertible securities and related investments as well as
money market instruments (and derivative instruments when deemed
appropriate).
The Paladin board of directors ("the Board") has valued the Company`s
current investment portfolio (net of debt) at approximately R697
million. Further details of the Paladin investment portfolio are set out
in the pre-listing statement.
4. RATIONALE FOR THE LISTING
The rationale for the listing is as follows:
- the listing brings to fruition PSG Group`s previously stated intention
of listing Paladin as its preferred investment vehicle;
- the listing in effect facilitates a "pure play" on PSG Group`s new deal
flow;
- in so far as private equity investments are inherently illiquid, the
listing provides Paladin shareholders with a liquid, tradable asset;
- the listing will enable Paladin to raise funds from its shareholders by
way of the rights offer within a listed environment where its shareholders
can trade their rights ; and
- the listing will enhance the Company`s deal making ability as its scrip
can be more readily utilised for the purposes of acquisitions in the form of
share swaps.
5. INVESTMENT OBJECTIVE AND MANDATE
The following is a summary of the key investment criteria characterising
Paladin`s investment philosophy:
- Companies capable of long-term growth i.e. a ROE in excess of 20% per
annum;
- Ability to generate strong, sustainable cash flows;
- Business models easy to understand;
- Management are shareholders in the businesses;
- Paladin`s share in PAT > R10 million per annum (preferably);
- Long term investors; and
- No predetermined exit strategy.
6. MANAGEMENT OF PALADIN
Paladin will be managed by a manager, being a wholly-owned subsidiary of
PSG Group ("the Manager") in terms of a management agreement.
Paladin is governed by its board of directors who at all times acts in
the best interests of the Company in ensuring an effective compliance
framework, the integrity of Paladin`s financial reporting and risk
management, together with timely and transparent disclosure to
shareholders.
The Manager has mandated the members of PSG Group`s executive committee
("PSG Exco") to formulate and drive the Company`s strategic direction,
as well as to identify, evaluate and implement the Company`s
investments.
In addition to the PSG Exco, the Manager has furthermore appointed an
executive management team for the purpose of managing the day to day
operations of the Company. This executive team is also assisted by other
senior employees of the Manager.
7. DIRECTORS OF PALADIN
The following table sets out the details of the directors of Paladin:
Full names and surname Johannes Fredericus Mouton
Age 62
Capacity Non-executive, Chairman
Business Address 1st Floor, Ou Kollege,
35 Kerk Street
Stellenbosch, 7600
Full names and surname Francois Wessel Swart
Age 32
Capacity Chief Executive Officer
Business Address 1st Floor, Ou Kollege,
35 Kerk Street
Stellenbosch, 7600
Full names and surname Jurie Bezuidenhout
Age 32
Capacity Executive
Business Address 1st Floor, Ou Kollege,
35 Kerk Street
Stellenbosch, 7600
Full names and surname Johannes Andries Holtzhausen
Age 39
Capacity Non-executive
Business Address 1st Floor, Ou Kollege,
35 Kerk Street
Stellenbosch, 7600
Full names and surname Petrus Johannes Mouton
Age 33
Non-executive
Business Address 1st Floor, Ou Kollege,
35 Kerk Street
Stellenbosch, 7600
Full names and surname Enrico de Villiers Greyling
Age 65
Capacity Independent non-executive
Business Address 1st Floor, Parc Nouveau
225 Veale street
Brooklyn
Full names and surname Kevin Paul Harris
Age 32
Capacity Independent non-executive
Business Address 15 Krige Street
Stellenbosch, 7600
Full names and surname Jacob Daniel Wiese
Age 28
Capacity Independent non-executive
Business Address 36 Stellenberg Road
Parrow Industria
Cape Town, 8000
8. FUTURE PROSPECTS
The Manager consists of a highly experienced team with a formidable deal
making track record that has successfully managed PSG Group and other
companies in the past.
PSG Group`s substantial network of affiliates provides Paladin with a
network of "scouts" for future deal flow.
The rights offer, in terms of which the Company will raise approximately
R150 million, will provide Paladin with additional capital to take
advantage of the opportunities presented by the market.
In addition to the new investment opportunities, Paladin`s current
investment portfolio comprises companies that are well capitalised and
well positioned to benefit from depressed asset prices.
Management believes that Paladin has all the makings to be in time
recognized as a blue chip investment.
9. COPIES OF THE PRE-LISTING STATEMENT
Copies of the pre-listing statement are available, in English only, and
may be obtained during normal business hours from the registered office
of the Company and/or the transfer secretaries of the Company from
Tuesday, 1 September 2009, at the addresses set out below:
Paladin`s Registered 1st Floor, Ou Kollege,
Office 35 Kerk Street
Stellenbosch, 7600
Transfer Secretaries Computershare Investor Services
(Pty) Limited
Ground Floor, 70 Marshall Street
Johannesburg, 2001
DECLARATION ANNOUNCEMENT IN RESPECT OF THE PALADIN RIGHTS OFFER
The Board has resolved to proceed with a renounceable rights offer in terms
of which it is intended that the Company raise approximately R150 million
from its shareholders and from PSG Group shareholders, after listing ("rights
offer").
In terms of the aforegoing, PSG Group will renounce approximately 64% of its
rights in favour of its shareholders on a pro rata basis. Such PSG Group
shareholders will then be able to participate in the rights offer as if they
were Paladin shareholders.
Paladin has received irrevocable undertakings from certain PSG Group and
Paladin directors stipulating the manner in which they will deal with their
rights in terms of the rights offer.
PSG Group shareholders should take note that this declaration announcement in
respect of the rights offer sets out the terms of the rights offer applicable
to Paladin shareholders only. The terms of the rights offer, and specifically
the ratio of entitlement applicable to PSG Group shareholders, have been
released in a PSG Group announcement simultaneously with this announcement.
1. RENOUNCEABLE RIGHTS OFFER
In terms of the rights offer, 128 205 128 ordinary shares with a par
value of R0.0001 each ("rights offer shares") will be offered for
subscription to those Paladin shareholders registered as such at the
close of business on Friday, 18 September 2009 ("record date") on the
basis of 1 rights offer share for every 3.47828 Paladin shares held on
the record date at an issue price of 117 cents per rights offer share,
which represents a 25% discount to intrinsic value per share.
The rights offer is not subject to any minimum subscription, nor will
same be underwritten.
2. RATIONALE
The purpose of the rights offer is to provide Paladin with capital to
finance the recent acquisition of Curro Holdings (Pty) Limited, a
provider of private schooling, and to provide Paladin with additional
funding to take advantage of new opportunities that the market currently
presents.
In addition to the above, the rights offer will improve Paladin`s spread
of public shareholders and will create more liquidity in the share.
3. PRO FORMA FINANCIAL INFORMATION
The pro forma financial effects of the rights offer will be contained in
the finalisation announcement, anticipated to be released on SENS on or
about Friday, 4 September 2009, and in the press on or about Monday, 7
September 2009.
4. SALIENT DATES AND TIMES
The salient dates and times relating to the rights offer are set out
below. Shareholders should note that such dates and times, and the final
terms of the rights offer will be announced on SENS on or about Friday,
4 September 2009, and in the press on or about Monday, 7 September 2009.
2009
Declaration data released on SENS Wednesday, 26 August
Declaration data published in the Wednesday , 26 August
press
Finalisation data released on SENS Friday, 4 September
Finalisation data published in the Monday, 7 September
press
Last day to trade in Paladin Friday,11 September
ordinary shares in order to
participate in the rights offer
(cum entitlement)
Listing of and trading in the Monday, 14 September
letters of allocation on the JSE
commences at 09:00 on
Paladin ordinary shares commence Monday, 14 September
trading ex-rights on the JSE at
09:00 on
Record date for the rights offer Friday, 18 September
Rights offer opens at 09:00 on Monday, 21 September
Rights offer circular and form of Monday, 21 September
instruction posted to shareholders
on
Certificated shareholders will Monday, 21 September
have their letters of allocation
credited to an electronic account
held at the transfer secretaries
Dematerialised shareholders will Monday, 21 September
have their accounts at their CSDP
or broker credited with their
entitlement
Last day for trading letters of Friday, 2 October
allocation on the JSE
Listing of rights offer shares and Monday, 5 October
trading therein on the JSE
commences
Rights offer closes at 12:00. Friday, 9 October
Payment to be made and form of
instruction lodged by certificated
shareholders at the transfer
secretaries
Record date for the letters of Friday, 9 October
allocation
Rights offer shares issued and Monday, 12 October
posted to shareholders in
certificated form on or about
CSDP or broker accounts in respect Monday, 12 October
of dematerialised shareholders
will be updated with rights offer
shares and debited with any
payments due on
Results of rights offer announced Monday, 12 October
on SENS
Results of rights offer published Tuesday, 13 October
in the press
Notes:
1. Unless otherwise indicated, all times are South African times, and are
subject to change. All changes will be announced on SENS.
2. Shareholders may not dematerialise or rematerialise their Paladin
ordinary shares between Monday, 14 September 2009 and Friday, 18 September
2009, both dates inclusive.
3. CSDPs to effect delivery in respect of dematerialised shareholders on a
delivery versus payment basis.
4. Subject to the Board determining otherwise, Paladin shareholders will
not be entitled to make any excess applications for rights offer shares.
5. If you are a dematerialised shareholder you are required to notify your
duly appointed CSDP or broker of your acceptance of the rights offer in the
manner and time stipulated in terms of the custody agreement between
yourselves. Dematerialised shareholders are advised to contact their CSDP or
broker as early as possible to establish the cut off time for their
acceptance of the rights offer per the aforementioned custody agreement as
this may be earlier than the closing date of the rights offer.
6. The rights offer shares issued in terms of the rights offer will not be
registered for purposes of the rights offer with the Securities and Exchange
Commission, Washington, D.C., the Canadian Provincial Securities Commission,
or the Australian Securities Commission under the Australian Corporation Law,
as amended. Accordingly, the rights offer will not be made to or be open for
acceptance by persons with registered addresses in the United States of
America or any of its territories, dependencies, possessions or commonwealths
or in the District of Columbia or in the Dominion of Canada or in the
Commonwealth of Australia, its states, territories or possessions. The CSDP
or broker will ensure that where such persons are holding Paladin ordinary
shares in dematerialised form that the CSDP or broker adheres to the above
restrictions. To the extent that any such persons are not entitled to
participate in the rights offer as a result of such restrictions, the
allocated rights in respect of such persons shall revert to the Company and
the Board shall be entitled to place same, failing which such rights will
lapse.
5. DOCUMENTATION
A circular to shareholders containing full details of the rights offer
is anticipated to be posted to shareholders on or about Monday, 21
September 2009.
Stellenbosch
26 August 2009
Designated Advisor: QuestCo Sponsors (Pty) Limited
Corporate Adviser: PSG Capital (Pty) Limited
Date: 26/08/2009 07:48:40 Produced by the JSE SENS Department.
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