| Fri 4 Sep 2009, 10:00 | | PLD - Paladin Capital Limited - Final Terms Of The Paladin Rights Offer |
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PLD
PLD
PLD - Paladin Capital Limited - Final Terms 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
Share Code: LA`s - PLDN
ISIN Number: LA`s - ZAE 000139119
("Paladin" or "the Company")
FINAL TERMS OF THE PALADIN RIGHTS OFFER
1. Introduction
Paladin shareholders are referred to the SENS and press announcement of
Wednesday, 26 August 2009 ("the Paladin announcement"), in terms of which
it was announced that the board of Paladin ("the Board") had resolved to
proceed with a renounceable rights offer of approximately R150 000 000
("the Paladin Rights Offer").
2. Final terms of the Paladin Rights Offer
2.1 The Board is pleased to announce that the terms and conditions
relating to the Paladin Rights Offer, as well as the timetable
relating thereto, as previously included in the announcement remain
unchanged.
2.2 Such salient terms for Paladin shareholders include:
Total amount sought to be R150 000 000
raised in terms of the
Rights Offer
Total number of Rights 128 205 128 ordinary
Offer shares to be issued shares with a par value of
R0.0001 each in the issued
ordinary share capital of
the Company
Ratio of entitlement for One rights offer share for
Paladin shareholders every 3.47828 Paladin
ordinary shares held by a
qualifying shareholder on
the record date, Friday 18
September 2009
Rights Offer issue price 117 cents per Rights Offer
share
2.3 The issue price of 117 cents per Rights Offer share represents a
discount of 25% to the intrinsic value per Paladin share of 156 cents
per share as calculated on 20 August 2009.
2.4 In terms of the Paladin Rights Offer and in order to create a broad
spread of shareholders, Paladin`s majority shareholder, PSG Financial
Services Limited, will renounce approximately 64% of its rights
arising from the Paladin Rights Offer in favour of all PSG Group
Limited ("PSG Group") shareholders recorded in the register of PSG
Group on the record date per the table above, on a pro rata basis, who
will then also be entitled to participate in the Paladin Rights Offer
as if they are Paladin shareholders. Any rights that are not
accepted, renounced or sold by such PSG Group shareholders will revert
back to PSG Financial Services who shall thereafter be entitled to
accept, renounce, sell or place same in its absolute discretion.
2.5 The Paladin Rights Offer will not be underwritten.
2.6 Qualifying shareholders will not be entitled to apply for any excess
applications for rights offer shares.
2.7 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 Paladin Rights Offer
3. Regulatory approvals
3.1 The issuer services division of the JSE Limited ("JSE) has approved
the listing of:
- 128 205 128 renounceable (nil paid) letters of allocation
("LA`s"); and
- 128 205 128 rights offer shares to be issued pursuant to the
Paladin Rights Offer.
3.2 The South African Reserve Bank has granted the necessary exchange
control approval in respect of the Paladin Rights Offer.
3.3 The form of instruction in respect of the Paladin Rights Offer,
together with the Rights Offer circular, has been registered by the
Registrar of Companies in terms of section 146A of the Companies Act.
3.4 The nil paid LA`s will trade under the share code "PLDN" and ISIN
number "ZAE000139119".
4. Financial information
4.1 Unaudited forecast financial information
The unaudited forecast financial effects set out below have been prepared
at 19 August 2009 in order to assist Paladin shareholders in assessing
inter alia the impact of Paladin`s Rights Offer on the forecasted earnings
per share ("EPS") and headline earnings per share ("HEPS") for the Paladin
group for the years ending 28 February 2010 and 29 February 2011. These
unaudited forecast financial effects are the responsibility of the Board.
Due to the nature of the unaudited forecast financial effects, they are
presented for illustrative purposes only and may not necessarily reflect
the actual performance of Paladin. Each investment is different in nature
and the performance thereof, or the industry in which such investment may
be found, cannot be predicted with any certainty.
The assumptions made and applied in the preparation of the forecast
financial information, which are considered by the Board to be material and
significant, are set out in Annexure 3 to Paladin Rights Offer circular to
be posted to Paladin shareholders on or about Monday, 21 September 2009.
The unaudited forecast financial effects as set out below were reported on
by PricewaterhouseCoopers Inc, whose limited assurance report is included
as Annexure 10 to the pre-listing statement posted to Paladin shareholders
on 1 September 2009.
Forecast financial effects
Audited Unaudited Unaudited
Actual Forecast Forecast
2009 2010 2011
EPS (cents) (8.8) 37.0 26.3
HEPS (cents) (4.6) 32.7 26.3
Weighted average 390 599.1 495 303.6 138.3
number of shares in
issue (`000)
4.2 Unaudited pro forma financial information
The unaudited pro forma financial effects set out below have been
prepared to assist Paladin shareholders in assessing the impact of
Paladin`s Rights Offer on the net asset value ("NAV") per share and
tangible net asset value ("TNAV") per share. Due to the nature of
these pro forma financial effects, they are presented for illustrative
purposes only and may not fairly present Paladin`s financial position
after Paladin`s Rights Offer.
The unaudited pro forma financial effects have been prepared in terms
of the JSE`s Listings Requirements and the Guide on Pro Forma
Financial Information issued by the South African Institute of
Chartered Accountants. These unaudited pro forma financial effects are
the responsibility of the Board. The material assumptions are set out
in the notes following the table. The unaudited pro forma financial
effects set out below were reported on by PricewaterhouseCoopers Inc,
whose limited assurance report is included as Annexure 1 to Paladin`s
Rights Offer circular to be posted to Paladin shareholders on or about
Monday, 21 September 2009.
Pro forma financial effects
Unaudited Pro forma Unaudited Percentage
before adjustments pro forma change
Paladin`s after
Rights Paladin`s
Offer(1) Rights
Offer
NAV per 155 (8) 147 (5.2%)
share
(cents)
(3)
TNAV per 155 (8) 147 (5.2%)
share
(cents)
(3)
Ordinary 445 933.2 128 205.1 574 138.3
shares in
issue
(`000)
(4)
Notes and assumptions:
1. "The unaudited pro forma before Paladin`s Rights Offer" column has
been extracted from the unaudited pro forma balance sheet of Paladin
as at 28 February 2009, which was contained in Annexure 11 of the pre-
listing statement of Paladin dated 1 September 2009 ("the pre-listing
statement"), and reported on by PricewaterhouseCoopers Inc. A copy of
their report was included as Annexure 12 of the pre-listing statement.
2. In terms of the Paladin Rights Offer, R150.0m was raised through the
issue of 128,2m ordinary shares with a par value of R0.0001 per share
at a premium of 116.99 cents per share;
3. Non-recurring transaction costs of R1.2 million are assumed to have
been paid on 28 February 2009 and have been written off against the
share premium; and
4. It has been assumed that the full amount of the Paladin Rights Offer
proceeds, amounting to R148.8 million (after transaction costs) was
utilised to repay borrowings from PSG Corporate Services (Pty)
Limited.
5. Posting of the Paladin Rights Offer circular
The Paladin Rights Offer circular together with the form of instruction, in
respect of certificated Paladin shareholders only, will be posted to
qualifying shareholders on or about Monday, 21 September 2009.
Stellenbosch
4 September 2009
Designated Advisor: QuestCo Sponsors (Pty) Limited
Corporate Adviser: PSG Capital (Pty) Limited
Date: 04/09/2009 10:00:02 Produced by the JSE SENS Department.
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