| Thu 17 Sep 2009, 8:38 | | PNG - Pinnacle Point - Rights Offer Declaration Date Announcement And Waiver |
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PNG
PNG
PNG - Pinnacle Point - Rights Offer Declaration Date Announcement And Waiver
Of The Requirement For ABSA Bank Limited To Make A Mandatory Offer
PINNACLE POINT GROUP LIMITED
(Formerly Acc-Ross Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration Number 2000/000059/06)
JSE Share code: PNG
NSE Share code: PNG
ISIN: ZAE000127122
("Pinnacle Point" or the "Company")
RIGHTS OFFER DECLARATION DATE ANNOUNCEMENT AND WAIVER OF THE REQUIREMENT FOR
ABSA BANK LIMITED TO MAKE A MANDATORY OFFER
Shareholders of Pinnacle Point ("Shareholders") are referred to the
announcements released on SENS on 3 August 2009 and 6 August 2009 in which
Pinnacle Point advised Shareholders, inter alia, that:
1. The board of directors of Pinnacle Point ("Board") is of the view that
Pinnacle Point requires additional capital to enable it to meet its
working capital requirements and to allow the Company to realise the
potential of its property assets as a going concern.
2. This additional capital will be raised through a pro rata rights offer to
Shareholders (the "Rights Offer"); and
3. Subject to certain conditions, Absa Bank Limited ("Absa") proposes to
underwrite a portion of the Rights Offer, as detailed below.
The Board has resolved to raise approximately R360 million through the Rights
Offer in order to raise new cash of at least R195 million and to reduce the
level of borrowings in the business by approximately R165 million, thereby
further strengthening the balance sheet. The new cash is intended to enable
Pinnacle Point to meet its working capital requirements and to allow the
Company to realise the potential of its property assets as a going concern.
The Rights Offer is intended to facilitate the conversion of the following
debt into equity:
1. The aggregate amount, including principal, interest and costs of
approximately R125 million owed by Pinnacle Point to Absa, comprising
Absa`s existing debt facility in the amount of R70 million and a bridge
loan advanced under the debt facility of R55 million ("Absa Loan"); and
2. Goldbanc Management Associates Limited ("GMA") US$5 million (c. R40
million) shareholder loan against Pinnacle Point, together with all
interest and costs accrued in respect thereof ("GMA Loan").
If the Rights Offer is implemented:
1. New investors and/or existing Shareholders will commit to subscribe for
an additional R100 million worth of ordinary shares in Pinnacle Point
("Shares") either in the Rights Offer or to be issued under the general
authority to issue shares given to the directors of Pinnacle, on or about
the date of implementation of the Rights Offer.
2. GMA will undertake to subscribe for approximately US$5 million (c. R40
million) worth of Shares in the Rights Offer on the basis that the
consideration for the US$5 million worth of Shares shall extinguish the
GMA Loan (or the necessary portion thereof); and
3. Absa will undertake to subscribe for approximately R220 million worth of
Shares in the Rights Offer on the following basis:
a) The consideration for the first approximately R125 million worth of
such Shares shall extinguish the Absa Loan; and
b) The consideration for the balance of approximately R95 million worth
of such Shares (if any) shall be in cash.
As at the date of this announcement, Absa holds 27.4% of the issued share
capital of Pinnacle Point. If the Rights Offer is successfully implemented,
it is possible that Absa will, as a consequence of fulfilling its underwriting
obligations, increase its shareholding in Pinnacle Point such that it controls
35% or more of the votes to be cast at any meeting of the Shareholders.
Absa`s potential increase in shareholding would constitute an "affected
transaction" in terms of the Securities Regulation Code on Takeovers and
Mergers and the Rules of the Securities Regulation Panel Code (the "Code")
and, in terms of Rule 8.1 of the Code, ABSA would be required to make a
mandatory offer to all Shareholders. However, Rule 8.7 of the Code allows the
Securities Regulation Panel ("SRP") to waive this requirement to make a
mandatory offer if such waiver is supported by a majority of independent
Shareholders in general meeting. The SRP has advised that it is willing to
consider an application to grant this waiver, subject to Shareholders, who are
independent from Absa, passing an ordinary resolution in general meeting
approving a waiver of their right to require Absa to make a mandatory offer
under Rule 8.1 of the Code.
Prior to granting this waiver, the SRP will consider any objections or
representations (if any) made by parties as contemplated below:
1. Any interested party who wishes to object to the dispensation shall have
10 (ten) calendar days from the date of this announcement to raise such
an objection with the SRP. Objections should be made in writing and
addressed to the "Executive Director, Securities Regulation Panel" at any
one of the following addresses:
Physical Postal Fax
Ground Floor PO Box 91833 +27 11 482 5635
2 Sherborne Road Auckland Park
(off Jan Smuts 2006
Avenue)
Parktown
Johannesburg
2193
2. Objections should reach the SRP by no later than close of business on
Monday, 28 September 2009 in order to be considered.
3. If any submissions are made to the SRP within the permitted timeframe,
the SRP will consider the merits thereof and, if necessary, provide the
objectors with an opportunity to make representations to the SRP.
Thereafter, subject to the waiver being approved by Shareholders in
general meeting, the SRP will rule on the requirement for a mandatory
offer.
Accordingly, a circular has been sent to Shareholders today in terms of which
Shareholders are being asked to vote in favour of the waiver of the
requirement for Absa to make such a mandatory offer.
The proposed salient dates for the Rights Offer are:
2009
Last day to trade in Pinnacle shares in
order to participate in the Rights Offer
(cum entitlement) Friday 9 October
Pinnacle shares commence trading ex-
rights on the JSE: 09:00 on Monday 12 October
Listing of and trading in the letters of
allocation on the JSE commences 09:00 on Monday 12 October
Record date for the Rights Offer Friday 16 October
Rights Offer circular and form of
instruction posted to Shareholders Monday 19 October
Rights Offer opens: 09:00 on Monday 19 October
Last day for trading letters of
allocation on the JSE Friday 30 October
Listing of Rights Offer shares and
trading therein on the JSE commences Monday 2 November
Rights Offer closes: 12:00 on Friday 6 November
Record date for the letters of allocation Friday 6 November
CSDP or broker accounts in respect of
holders of dematerialised shares will be
debited and updated with Rights Offer
shares and share certificates will be
posted to certificated shareholders by
registered post on or about Monday 9 November
The Rights Offer will make provision for excess applications, which will be
allocated on an equitable basis by the directors of Pinnacle based on the
number of Shares held by the Shareholder concerned and the number of excess
Shares applied for.
The Rights Offer will only be made in South Africa. It is the responsibility
of any person outside South Africa (including, without limitation, nominees,
agents and trustees for such persons), receiving the Rights Offer circular and
wishing to take up rights under the Rights Offer, to satisfy him/herself as to
full observance of the applicable laws of any relevant territory, including
obtaining any requisite governmental or other consent, observing any other
requisite formalities and paying any issue, transfer or other taxes due in
such territories.
Further announcement
It is anticipated that the finalisation announcement for the Rights Offer will
be released on SENS on Friday, 2 October 2009.
Cape Town
15 September 2009
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Date: 17/09/2009 08:38:01 Produced by the JSE SENS Department.
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