| Mon 12 Oct 2009, 17:28 | | PNG - Pinnacle Point Group - Capital Raising of R100 Million by Way of a |
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PNG
PNG
PNG - Pinnacle Point Group - Capital Raising of R100 Million by Way of a
General Issue of Shares for Cash
PINNACLE POINT GROUP LIMITED
(Formerly Acc-Ross Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2000/000059/06)
Share code: PNG & ISIN: ZAE000127122
("Pinnacle Point" or "the Company")
CAPITAL RAISING OF R100 MILLION BY WAY OF A GENERAL ISSUE OF SHARES FOR CASH
1. Introduction
Shareholders of Pinnacle Point ("Shareholders") are referred to the
announcement released on SENS on Thursday, 17 September in which the
Company announced, inter alia, that it would seek to secure commitments
from new investors and/or existing Shareholders to subscribe for R100
million worth of ordinary shares in Pinnacle Point ("Shares") either in a
rights offer or to be issued under the general authority to issue Shares
given to the board of directors of Pinnacle Point ("the "Board").
The Board is pleased to announce that a South African based fund ("the
Fund") has agreed, subject to paragraphs 2 and 3 below, to subscribe for
666 666 667 Shares at 15 cents per Share ("Subscription Agreement") thereby
introducing new capital in the amount of R100 million to Pinnacle Point.
This transaction has the following impact on the previously announced
intended Rights Offer of the Company ("Rights Offer"):-
- This subscription, once the conditions outlined below have been
complied with and the Subscription Agreement has been implemented,
will ensure that the conditions imposed by Absa Bank Limited ("Absa")
(other than regulatory conditions) to partially underwrite the Rights
Offer in the amount of R220 million will have been complied with in
all material respects.
- The combined effect of this subscription and the Rights Offer, will be
that a minimum of R360 million of new capital will be introduced into
the Company.
2. Conditions Precedent
The Subscription Agreement is conditional upon the following key
conditions:-
- The underwriting agreements with Absa and Goldbanc Management
Associates Limited ("GMA") becoming unconditional; and
- JSE approval, where required.
3. Issue of Shares for cash
At the annual general meeting of the Company held on Friday 02 October
2009, shareholders unanimously approved an ordinary resolution authorising
the directors to issue Shares for cash in accordance with the Listings
Requirements of the JSE Limited ("the Listings Requirements").
- 666 666 667 Shares, equivalent to 14.5% of Pinnacle Point`s current
issued share capital will be issued to the Fund at the lower of the
Rights Offer price or 15 cents per Share (subject to the minimum
pricing requirements of paragraph 5.52(d) of the Listings
Requirements).
- If the ultimate subscription price per Share is less than 15 cents and
the 666 666 667 shares have already been issued to the Fund due to the
foregoing, then the difference between the 15 cents and the lower
ultimate subscription price will be made up by the Fund following its
rights under the Rights Offer with the subscription price being set
off against the aforesaid difference;
- The Shares underwritten by Absa and GMA, pursuant to the Rights Offer,
will also be at the Rights Offer price outlined above.
- The 15 cents per Share, represents a premium to the volume weighted
average price at which the Shares traded during the 30 day period
prior to the date the price was agreed upon by the directors and the
date the Subscription Agreement was signed respectively; and
- The Fund to whom the Shares will be issued is a public shareholder as
defined by the Listings Requirements of the JSE Limited.
4. Pro forma financial effects
The pro forma financial effects below are the responsibility of the
Company`s directors and have been prepared for the purposes of illustrating
how the general issue of shares for cash would have affected the relevant
financial results and position of Pinnacle Point for the historical
financial period indicated on a pro forma basis. Accordingly, such effects
may not fairly present the Company`s financial position, changes in equity,
results of operations or cashflows.
Description Before After Percentage
Published Pro forma Change
Loss per Share (cents) (0.09) (0.01) 89.00
Headline earnings per Share (0.20) (0.10) 50.00
(cents)
Net asset value per Share 25.69 23.60 (8.14)
(cents)
Net tangible asset value per 25.05 23.08 (7.86)
Share (cents)
Shares in issue (`000) 4 579 783 5 246 450 15.56
Weighted Shares in issue 2 987 903 3 654 570 22.31
(`000)
Notes:
1. The "before" column has been extracted from the results of Pinnacle Point
for the year ended 28 February 2009.
2. The figures in the "after" column assume that the 666 666 667 Shares were
issued and the R100 million cash was received on 1 March 2008.
3. The "after" column net asset value and net tangible asset value per Share
have been adjusted to include the estimated transaction costs which have
been written off against share premium.
4. The "after" column earnings per share and fully diluted earnings per Share
have been adjusted for interest saving of R3.4 million, assuming that the
funds received would have been applied to reduce interest bearing
borrowings. Taxation has been calculated at a notional rate of 28%.
A Rights Offer circular is currently being prepared on the basis of an issue of
Rights Offer shares at 15 cents per share. An announcement in respect of the
Rights Offer will be released in due course once the underwriting agreements
with Absa and GMA have been signed and salient dates have been finalised.
H Pretoruis
Johannesburg
12 October 2009
Designated Advisor
Arcay Moela Sponsors (Pty) Ltd
Financial Advisor
N M Rothschild & Sons
Legal Advisor
Edward Nathan Sonnenbergs
Date: 12/10/2009 17:28:01 Produced by the JSE SENS Department.
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