| Thu 1 Oct 2009, 9:45 | | GEN - General - Bidvest Namibia Limited - Abridged prospectus |
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GEN - General - Bidvest Namibia Limited - Abridged prospectus
Bidvest Namibia LIMITED
(previously Crown National Namibia (Proprietary) Limited)
(Incorporated in the Republic of Namibia)
(Registration Number 89/271)
(Date of Registration: 5 July 1989)
Share code: BVN ISIN: NA000A0Q5TN0
("Bidvest Namibia" or "the company")
This abridged prospectus is issued for the purpose of providing information to
the public with regard to Bidvest Namibia and relating to the public offer of
Bidvest Namibia shares by way of an offer for subscription of:
* a maximum of 42 726 600 new ordinary shares at an issue price of 720 cents
per share and a maximum of 7 069 000 existing ordinary shares at an issue
price of 720 cents per share to members of the general public in terms of a
public offer thereby raising N$358.5 million ("the first public offer");
and
* a maximum of 923 400 new ordinary shares at an issue price of 648 cents per
share to the holders of Namsea options in terms of a public offer, thereby
raising a maximum of N$6.0 million ("second public offer") (if not fully
subscribed, the remainder of the shares will be transferred to the first
public offer at an issue price of 720 cents per share);
* and the subsequent listing of 206 953 002 of Bidvest Namibia`s issued
ordinary share capital on the NSX.
* and in compliance with the Namibian Stock Exchange ("NSX") Listings
Requirements.
1 INCORPORATION AND HISTORY
1.1 Bidvest Namibia was initially incorporated in Namibia under the name "Crown
Mills Namibia (Proprietary) Limited" on 5 July 1989. On 11 February 1993
the company changed its name to "Crown National Namibia (Pty) Limited" and
subsequently to "Bidvest Namibia (Pty) Limited" on 23 January 2007.
1.2 On 24 May 2007 Bidvest Namibia (Pty) Limited was converted into a public
company, "Bidvest Namibia Limited". The company was dormant from
incorporation until 30 June 2007.
1.3 Bidvest Namibia is part of The Bidvest Group Limited, an international
services, trading and distribution company listed on the JSE, and operating
on four continents. The Bidvest Group Limited employs over 110 000 people
worldwide. The Bidvest Group Limited and Bidvest Namibia believes in
empowering people, building relationships and improving lives.
Incentivisation and decentralised management are key to its operations.
1.4 The Bidvest Group Limited and Bidvest Namibia subscribes to a philosophy of
transparency, accountability, integrity, excellence and innovation in all
of its business dealings. Their overarching goal is the delivery of strong
and consistent returns to shareholders.
1.5 The Bidvest Group Limited is a well established name in South Africa and
internationally. Since initial establishment in 1988, The Bidvest Group
Limited has prided itself on the cultivation of an entrepreneurial
environment throughout its divisions. This spirit is reflected in its
acquisitive pursuit of target companies, each capable of ultimately
delivering returns to shareholders, creating value and building strength
through diversity. The Bidvest Group Limited turns under-performing
businesses into superior performers and industry pace-setters while flat
structures, an absence of red tape and a culture of self-reliance encourage
The Bidvest Group Limited people to turn the ordinary into the
extraordinary.
2 OVERVIEW OF DIVISIONS OF BIDVEST NAMIBIA
2.1 Bidvest Namibia is the Namibian-based holding company for The Bidvest Group
Limited`s interests in Namibia. The company was converted to consolidate
The Bidvest Group Limited`s operations in Namibia into one centralised
entity. Bidvest Namibia now has a diverse portfolio of businesses in
Namibia similar to those in South Africa of its parent company, The Bidvest
Group Limited.
2.2 Bidvest Namibia has separated its operations under two holding companies;
namely Bidfish and Bidcom.
2.3 Bidcom has the following operating divisions: Bidfreight, Bidserv, Bidfood
and Bid Industrial and Commercial Products.
2.4 Within Bidvest Namibia there is a broad spectrum of well-recognised brands.
2.5 Bidfish
Bidfish is a wholly owned subsidiary of Bidvest Namibia and holds Bidvest
Namibia`s fishing interests. Fishing is a strategic industry that helps to
underpin the food security of Namibia. Fish is a staple food product and
source of affordable protein. Long-term market demand is assured given
proper resource management - a policy imperative of the Namibian
government. The sale of fish is denominated in US dollar and thus
fluctuating exchange rates may influence profitability.
Bidfish was formerly known as Namsov Holdings (Pty) Limited, but the
business still trades as Namsov. The Namibian Exclusive Economic Zone and
Namibia`s marine resources are well managed and the company remains of the
opinion that the future of the fishing industry holds potential for growth.
The biomass of some of the fish species appears to be under pressure, but
the management systems of the Ministry of Fisheries and Marine Resources
take cognizance of this and appropriate measures have been introduced to
allow these resources a realistic opportunity to recover. The measures they
introduced have Bidvest Namibia`s full support.
2.6 Bidcom
Bidcom is a wholly owned subsidiary of Bidvest Namibia and holds Bidvest
Namibia`s non-fishing interests. Bidcom has several divisions:
2.6.1 Bidfreight
Bidfreight conducts its business through Manica. Manica has provided
freight and integrated supply chain solutions to Namibian companies and
companies doing business in Namibia for over 80 years.
2.6.2 Bidserv
Bidserv consists of Budget Rent-A-Car Namibia, Rennies Travel (Namibia) and
Minolco, providing vehicle hire, travel services and related products and
copier and related services. The division provides a broad range of
services to customers (largely tourists and business people) travelling to
and from Namibia and captures a substantial amount of business within the
local tourism industry.
2.6.3 Bidfood
Bidfood consists of an operating subsidiary, Caterplus, which is a
distributor of perishable foods. Caterplus supplies the hospitality,
foodservices, wholesale and retail industries in Namibia.
2.6.4 Bid Industrial and Commercial Products
Bid Industrial and Commercial Products consists of various subsidiaries
that supply electrical equipment and consumables, stationery, office
equipment and furniture. Bid Industrial and Commercial Products comprises
entities such as Waltons Namibia, Voltex (trading as Globe Electrical), CN
Business Furniture and Kolok Namibia.
2.6.5 Bid Corporate Services
Bidvest Corporate Services operates through Bidvest Management Services,
which is Bidvest Namibia`s administration company.
3 THE PUBLIC OFFER
3.1 The salient features of the public offer are as follows:
- First public offer price per share (cents) 720
- Second public offer price per share (cents) 648
- Number of Bidvest Namibia shares offered in 50 719
terms of the public offer 000
- Issue consideration in terms of the public N$364.5
offer million
- Opening date of the public offer at 1 October 2009
09:00 on
- Closing date of the public offer at 15 October 2009
12:00 on
3.2 The main purpose of the public offer is to allow selected applicants and
members of the public to participate directly in the equity growth and
income streams of Bidvest Namibia. The public offer will also allow Bidvest
Namibia:
- to broaden Namibian ownership in Bidvest Namibia;
- to broaden Namibian BEE ownership in Bidvest Namibia;
- to provide the employees of Bidvest Namibia with equity ownership and
participation in the company;
- to provide suppliers, clients and strategic business partners of Bidvest -
Namibia with equity ownership and participation in the company;
- to increase its capital base to facilitate planned diversification and
expansion within Bidvest Namibia and targeted growth areas;
- to make strategic acquisitions; and
- to broaden Bidvest Namibia`s shareholder base and create value for future
shareholders.
3.3 The main purpose of the listing of Bidvest Namibia on the NSX is to:
- raise the profile of the company among members of the general public,
investors and target markets in Namibia as heightened awareness can be
beneficial when seeking new business opportunities;
- facilitate direct investment in Bidvest Namibia; and
- raise capital to allow Bidvest Namibia to seek and make earnings enhancing
acquisitions and benefit from the flexibility bestowed by listed shares
when structuring transactions in pursuit of potential acquisition
opportunities.
4 LISTING ON THE NSX
4.1 Subject to the achievement of the required spread of shareholders, the NSX
has formally approved the listing of 206 953 002 ordinary shares in the
share capital of Bidvest Namibia on the NSX with effect from the start of
trading on 26 October 2009. The shares will trade under the abbreviated
name "BIDNam", with the code "BVN" and ISIN NA000A0Q5TN0.
5 EXTRACTS OF HISTORICAL, UNAUDITED PRO FORMA, UNAUDITED AGGREGATED INCOME
STATEMENT AND FORECAST FINANCIAL INFORMATION
5.1 Aggregated, historical and forecast income statements
Set out below is an extract from the unaudited aggregated income statement
of Bidvest Namibia for the financial year ended 30 June 2007, audited
income statements for the years ended 30 June 2008 and 30 June 2009 and the
forecast income statement for the financial year ending 30 June 2010, the
preparation of which is the responsibility of the directors.
Year ended/ending Unaudited Audited Forecast
30 June (5) Audited 2009 2010
Aggregated2007 2008 N$ `000 N$ `000
N$ `000 N$ `000
Revenue 898 007 1 046 1 387 1 616 609
776 590
Cost of sales (659 246) (761 (951 (1 141
743) 221) 849)
Gross profit 238 761 285 033 436 369 474 760
Operating expenses (106 366) (130 (151 (148 461)
and other income 573) 227)
Operating profit 132 395 154 460 285 142 326 299
Share of 10 874 (2 209) - -
undistributed
profits/(losses) of
associates
Net interest (2 183) (1 370) 3 402 (4) 13
(paid)/received 847
Profit before tax 141 086 150 881 288 544 340 146
Taxation (1) (9 301) (54 343) (105 (2) (95
200) 710)
Profit after tax 131 785 96 538 183 344 244 436
Profits attributable (32 965) (25 284) (53 069) (82 464)
to outside
shareholders
Attributable profit 98 820 71 254 130 275 161 972
Shares in issue (3) (4) 163 (3) 163 (3) 163 (3) 206
(`000) 303 303 303 953
Weighted number of 163 303 163 303 163 303 192 363
shares in issue for
basic earnings per
share and headline
earnings per share
(`000) (6)
Basic earnings per 60.5 43.6 79.8 84.2
share (cents)
Headline earnings per 59.4 44.2 78.8 84.2
share (cents)
PE ratio at 720 cents 12.1x 16.3x 9.1x 8.6x
per share
Headline earnings Unaudited Audited Forecast
(5) Audited 2009 2010
Aggregated2007 2008 N$ `000 N$ `000
N$ `000 N$ `000
Attributable profit 98 820 71 254 130 275 161 972
Adjusted for
Impairment of - 1 709
intangible assets - -
Profit on sale of (67) (840) (996) -
property, plant and
equipment
Excess on business (1 780) (4) (389)
acquired -
Excess on business -
disposed - (257) -
Headline earnings 96 973 72 119 128 633 161 972
Notes
(1) The low effective tax rate for 2007 was due to a N$42.7 million deferred
tax entry relating to the Namsea acquisition.
(2) The lower tax rate is due to the participation by the group in businesses
in tax free jurisdictions.
(3) The actual number of ordinary shares in issue prior to the public offer was
163 303 002. Subsequent to the listing, the company may issue a maximum of
43 650 000 new ordinary shares to the participants in the public offer.
(4) Bidvest Namibia will raise N$313.6 million through the issue of new shares
in terms of the public offer. The potential interest on the capital so
raised is estimated at N$14.112 million (after tax) for eight months.
(5) The unaudited aggregated income statement has been prepared on the
assumption that Bidvest Namibia was restructured and consolidated effective
1 July 2006.
(6) The weighted number of shares in respect of the forecast period was
calculated on the assumption that all these new ordinary shares were issued
effective 31 October 2009.
5.2 Unaudited pro forma balance sheet as at 30 June 2009 incorporating
prospectus offers
Set out below is an extract from the historic audited balance sheet of
Bidvest Namibia and unaudited pro forma balance sheet of Bidvest Namibia
which illustrates the effects of the public offer on the financial position
of Bidvest Namibia at 30 June 2009, based on the assumption that the public
offer had been effective at that date, the preparation of which is the
responsibility of the directors.
Audited Unaudited
Adjustment Pro forma
(5) Public After the
Offer Public
offer
30 June 30 June
2009 2009 2009
N$ `000 N$ `000 N$ `000
Assets
Non-current assets 434 996 434 996
Current assets (2) 638 022 308 115 946 137
Total assets 1 073 018 308 115 1 381 133
Equity and
liabilities
Capital and reserves 509 822 308 115 817 937
(3)(4)
Minority Interest 145 973 145 973
Non-current 72 127 72 127
liabilities
Current liabilities 345 096 345 096
Total equity and 1 073 018 308 115 1 381 133
liabilities
Shares in issue 163 303 43 650 206 953
(`000) (1)
Net asset value per 312 395
share (cents) (1)
Net tangible asset 240 339
value per share
(cents) (1)
Notes
(1) The actual number of ordinary shares in issue at 30 June 2009 was 163 303
002. Subsequent to the listing, the company may issue a maximum of 43 650
000 new ordinary shares (as set out in paragraph 7.1.1 of the prospectus)
in terms of the public offer resulting in a total of 206 953 002 ordinary
shares in issue after the public offer.
(2) The adjustments pertaining to cash and cash equivalents comprise the
N$313.6 million proceeds received from the public offer and after deducting
N$5.5 million listing expenses.
(3) The adjustments pertaining to issued capital comprises the issue of 42 726
600 ordinary shares at 720 cents per share in terms of the public offer and
the issue of 923 400 ordinary shares at 648 cents per share to holders of
Namsea options in terms of the public offer.
(4) The adjustments pertaining to share premium comprise the issue of 42 726
600 new ordinary shares at a premium of 719 cents per share in terms of the
public offer and the issue of 923 400 new ordinary shares at a premium of
647 cents per share to holders of Namsea options in terms of the public
offer and the write-off of listing costs amounting to N$5.5 million.
(5) In terms of the public offer, it is assumed that the public offer will be
fully subscribed.
6 DIRECTORS
Full name Occupation Business Address
Brian Joffe Non- 18 Crescent Drive, Melrose
executive Arch, South Africa, 2196
Chairman
Sebulon Inotila CEO No 1, 5th Street East,
Kankondi Walvis Bay
Jan Arnold Executive No 1, 5th Street East,
Walvis Bay
Jose Luiz Bastos Non- Bastos Building, 1st
Squared executive Floor, Hage Geingob
Street, Walvis Bay
Myron Cyril Berzack Non- Voltex House, 3 River
executive Road, Bedfordview, 2008
David Edward Cleasby Non- 18 Crescent Drive, Melrose
executive Arch, South Africa, 2196
Melanie Ann Hodgson 3 Executive No 2, 3rd Street, Walvis
Bay
Martina Kebitsemang Non- 7 Kasteel Street, Luxury
Mokgatle-Aukhumes executive Hill, Klein Windhoek,
Windhoek
Hans-Harald Museler Non- 15 Jeanette Street,
Squared executive Ludwigsdorf, Windhoek
Martin Kalie Shipanga Non- 32 Schanzenweg, Klein
executive Windhoek, Windhoek
Pieter Christiaan Executive No 2, 3rd Street, Walvis
Steyn Bay
Hans-Werner Timke Executive No 2, 3rd Street, Walvis
Bay
Note
1 South African
2 Independent
3 British
7 IMPORTANT DATES AND TIMES
2009
Abridged prospectus published on SENS on or about 1 October
Opening of the public offer at 09:00 on 1 October
Abridged prospectus published in the press on or 2 October
about
Closing of the public offer at 12:00 on 15 October
Results of the public offer announced on SENS on or 23 October
about
Listing of Bidvest Namibia on the NSX at 09:00 on 26 October
Results of the public offer published in the press on 26 October
or about
Refund of surplus public offer monies paid (where 26 October
applicable) on
Posting of share certificates to shareholders on or 29 October
about
COPIES OF THE PROSPECTUS
Further copies of the prospectus may be obtained during normal business hours on
weekdays during the offer period from:
* NSX, Shop 8, Kaiser Krone Centre, Post Street Mall, Windhoek;
* Investment House Namibia (Pty) Limited, 5 Conradie Street, Windhoek and
other registered members of the NSX;
* Bank Windhoek Limited branches; and
* Branches of selected Bidvest Namibia subsidiaries.
Windhoek
1 October 2009
Date: 01/10/2009 09:45:00 Produced by the JSE SENS Department.
