| Fri 5 Mar 2010, 11:02 | | AGI - AG Industries Limited - Rights Offer Finalisation Announcement/Withdrawal |
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AGI
AGI
AGI - AG Industries Limited - Rights Offer Finalisation Announcement/Withdrawal
Of Cautionary 5 March 2010
AG INDUSTRIES LIMITED
("AGI" or "the Company")
(Incorporated in the Republic of South Africa)
Registration number 1980/004051/06
Share code: AGI
ISIN: ZAE000039467
RIGHTS OFFER FINALISATION ANNOUNCEMENT
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are referred to the announcement released on SENS on 3 December
2009 and published in the press on 4 December 2009 relating to the rights offer
("the Rights Offer") in terms of which 4 112 520 940 newly created ordinary
shares of AGI will be offered for subscription to shareholders ("Rights Offer
Shares") in the ratio of 20 Rights Offer Shares for every 1 AGI share held on
the record date, being Friday 12 March 2010, at an issue price of 5 cents per
Rights Offer Share.
2. Excess subscriptions
Shareholders will be invited to apply for additional Rights Offer Shares over
and above their entitlements. Should there be excess Rights Offer Shares
available for allocation, these will be allocated to applicants in a manner
viewed as equitable in accordance with the Listings Requirements of the JSE
Limited (the "JSE").
An announcement will be released on SENS on or about Monday, 19 April 2010 and
published in the press on or about Tuesday, 20 April 2010 stating the results of
the Rights Offer and the basis for the allocation of any additional Rights Offer
Shares applied for. Cheques refunding monies to certificated shareholders or
their renouncees, in respect of unsuccessful applications for additional Rights
Offer Shares, will be posted to such applicants, at their risk, on or about
Tuesday, 20 April 2010. No interest will be paid on monies received in respect
of unsuccessful applications.
3. Salient dates and times
The salient dates and times in respect of the Rights Offer are set out below:
Last day to trade in AGI shares in order to
participate in the Rights Offer (cum entitlement) at Friday, 12 March 2010
17h00 on
AGI Shares commence trading ex-entitlement at 09:00 Monday, 15 March 2010
on
Listing of and trading in the letters of allocation Monday 15 March 2010
on the JSE commences at 09:00 on
Record Date for the Rights Offer Friday, 19 March 2010
The Rights Offer circular (the "Circular")and form of
instruction, where applicable, posted to AGI
shareholders Tuesday, 23 March 2010
Rights Offer opens at 09:00 on Tuesday, 23 March 2010
Letters of allocation credited to an electronic
account held at the transfer secretaries in respect
of holders of certificated AGI shares
Tuesday, 23 March 2010
CSDP or broker accounts credited with entitlements in
respect of holders of dematerialised AGI shares
Tuesday, 23 March 2010
Last day for trading letters of allocation on the JSE
Friday, 9 April 2010
Underwriting agreement becomes irrevocable at 16:30
on Friday, 9 April 2010
Listing of Rights Offer Shares and trading therein on
the JSE commences at 09:00 on Monday, 12 April 2010
Rights Offer closes at 12:00 on Friday, 16 April 2010
Payment to be made and form of instruction to be
lodged with the transfer secretaries by holders of
certificated AGI shares by 12 noon Friday, 16 April 2010
Record Date for the letters of allocation Friday, 16 April 2010
Rights Offer Shares issued on or about Monday, 19 April 2010
CSDP or broker accounts in respect of holders of
dematerialised shares debited with the payment due
and updated with Rights Offer Shares on
Monday, 19 April 2010
Rights Offer Share certificates posted to
certificated shareholders by registered post on or
about Monday, 19 April 2010
Results of the Rights Offer announced on SENS on
Monday, 19 April 2010
Results of the Rights Offer published in the press on
Tuesday, 20 April 2010
CSDP or broker accounts in respect of holders of
dematerialised shares debited with the payment due
and updated with excess Rights Offer Shares on or
about Tuesday, 20 April 2010
Excess Rights Offer Share certificated posted to
certificated shareholders
on or about Tuesday, 20 April 2010
Refund cheques posted to certificated shareholders in
respect of excess applications, if applicable, on or
about Tuesday, 20 April 2010
Notes:
1. Share certificates may not be dematerialised or rematerialised between
Monday, 15 March 2010 and Friday, 19 March 2010, both days inclusive.
2. Dematerialised shareholders are required to notify their duly appointed CSDP
or broker of their acceptance of the Rights Offers in the manner and time
stipulated in the agreement governing the relationship between the shareholder
and his CSDP or broker.
3. CSDPs or brokers effect payment in respect of dematerialised shareholders on
a delivery versus payment basis.
4. If for any reason the underwriting agreement or the restructuring agreement,
as further defined in the Circular to be released to shareholders, is terminated
at any time before 16:30 on the business day immediately before the Rights Offer
Shares are listed on the JSE, the Rights Offer will be cancelled and the
transfer secretaries will refund all shareholders who have accepted the Rights
Offer on or about the first business day after which the Rights Offer closes. No
interest will be paid on monies refunded in this regard.
4. Pro forma financial effects
The table below sets out the unaudited pro forma financial effects of each of
the disposal transactions (detailed in the circular to shareholders relating to
the disposals, dated 10 December 2009) and the Rights Offer. The unaudited pro
forma financial effects are presented for illustrative purposes only and because
of their nature may not give a fair reflection of AGI`s results, financial
position and changes in equity after each of the disposal transactions and the
Rights Offer. It has been assumed for purposes of the pro forma financial
effects that the disposal transactions and the Rights Offer took place with
effect from 1 July 2008 for income statement purposes and 30 June 2009 for
balance sheet purposes.
Before 1 After the After the After the After the %
Sheerline Interna disposal Rights Change
disposal tional transact Offer
Group tions
disposal
Audited Pro forma Pro forma Pro forma Pro forma
Basic loss (145,6) 2 (138,4) 3 (146,8) 4 (139,6) (6,0) -2176%
per
ordinary
share
(cents)
Headline (72,8) 2 (64,0) 3 (72,8) 4 (64,0) (2,4) -2402%
loss per
ordinary
share
(cents)
Net asset 40,7 40,5 7 40,2 7 40,0 7 6,54 -527%
value per
ordinary
share
(cents)
Net 22,2 21,8 7 21,5 7 21,3 7 5,65 -289%
tangible
asset
value per
ordinary
share
(cents)
Number of 205 626 205 626 205 626 205 626 4 318 147 -
shares in
issue
(`000)
Weighted 204 261 204 261 204 261 204 261 4 316 782 -
average
number of
shares in
issue
(`000)
Notes:
1. The "Before" financial information is based on AGI`s audited financial
statements for the year ended 30 June 2009.
2. Included in the "Before" financial information is an anticipated loss on
the disposals of Sheerline and International of R12 084 406, as per the
circular to Shareholders dated 10 December 2009.
3. The "After the Sheerline disposal" has been calculated after the reversal
of the Sheerline trading for the 2009 financial year applicable to the
assets and liabilities being sold, the pro forma interest saving, adjusted
for the deferred consideration, based on the expected sale proceeds and an
average overdraft rate for the 2009 financial year of 11.5% and the pro
forma loss on disposal of Sheerline of R3 266 573 had the sale taken place
on 1 July 2008 due to the difference in value of net assets disposed of at
that date, as per the circular to Shareholders detailing the disposals,
dated 10 December 2009.
4. The "After the International Group disposal" has been calculated after the
reversal of International`s trading for the 2009 financial year, adjusted
for the reversal of the goodwill impairment in International of R20 405
136, the pro forma interest saving based on the expected sale proceeds and
an average overdraft rate for the 2009 financial year of 11.5% and the pro
forma loss on disposal of International of R2 250 895 had the sale taken
place on 1 July 2008, due to the difference in the net tangible asset value
at that date, as per the circular to Shareholders dated 10 December 2009
detailing the disposal transactions.
5. No adjustment for taxation has been made as AGI incurred a loss before
taxation for the year and did not raise any deferred taxation assets as a
result of the uncertainty surrounding the future recoverability of those
deferred taxation assets.
6. With the exception of the future interest benefit, which is expected to
have a continuing effect on AGI, all other adjustments are once off
adjustments.
7. The adjustments to net asset and net tangible asset value per ordinary
share relate to the expected transaction costs of R1 486 470 for Sheerline
and International Group disposals, assuming that the transaction had taken
place on 30 June 2009.
8. No additional losses are expected on the disposal of Sheerline and
International other than those already accounted for in the "for the year
ended 30 June 2009" balances.
9. The estimated Rights Offer transaction costs of R5 400 000 have been
capitalised against share premium.
10. The restructuring agreement, as will be detailed in the Circular to be
released to shareholders, stipulates that the full proceeds of the Rights
Offer must be used to discharge the Rights Offer transaction costs and
thereafter to reduce bank borrowings.
11. The entire proceeds of the Rights Offer, net of Rights Offer transaction
costs, will be applied to reduce bank borrowings. At the date of issue of
the Circular, there will be sufficient bank borrowings to utilise all of
the proceeds of the Rights Offer.
12. The interest saving on the proceeds of the Rights Offer has been calculated
by applying an average interest rate of 9.5% (prime minus one), with no tax
adjustment as a result of a tax loss position.
13. The weighted average number of shares used to calculate the Rights Offer
effect on earnings and headline earnings per share is 4 316 781 940 number
of ordinary shares.
14. The number of shares used to calculate the Rights Offer effect on net asset
value and net tangible asset value per share is 4 318 147 number of
ordinary shares.
5. Foreign shareholders
The distribution of the Circular, the form of instruction and the transfer of
the Rights Offer Shares and/or the rights to subscribe for the Rights Offer
Shares in jurisdictions other than South Africa may be restricted by law and
failure to comply with any of those restrictions may constitute a violation of
the laws of any such jurisdiction. None of this announcement, the Circular, or
any form of instruction, may be regarded as an offer in any jurisdiction in
which it is illegal to make such an offer. In those circumstances, the Circular
is sent for information purposes only.
It is the responsibility of any person outside South Africa (including, without
limitation, nominees, agents and trustees for such persons) receiving the
Circular and wishing to take up rights under the Rights Offer, to satisfy itself
as to full observance of the applicable laws of any relevant territory,
including obtaining any requisite governmental or other consents, observing any
other requisite formalities and paying any issue, transfer or other taxes due in
such territories.
6. Suspensive conditions
All suspensive conditions, which were detailed in the SENS announcement dated 3
December 2009, and which are contained in the restructuring agreement, have now
been fulfilled. The Rights Offer will be implemented in accordance with the
timetable detailed above in section 3.
7. Circular to shareholders
The Circular, incorporating revised listing particulars and a form of
instruction in respect of a letter of allocation will be posted to AGI
shareholders on Tuesday, 23 March 2010. Shareholders are advised that an
electronic version of the Circular will be available on the company`s website
(www.ag-industries.com), from Friday, 12 March 2010.
8. Withdrawal of cautionary
Shareholders are advised that they are no longer required to exercise caution
when dealing in the Company`s shares.
Johannesburg
5 March 2010
Directors: RJ Douglas++ (CEO), JC Saville, HR Levin* (Non-Executive Chairman),
AA Barrell* (Deputy Non-Executive Chairman), BE Danoher*#+, HF Brown*+
*Non-Executive #Irish +Independent ++British
Registered office
Corner Kruger Street and Mimetes Road, Denver Extension 11, Johannesburg
2094
PO Box 40443, Cleveland 2022
Transfer secretaries
Computershare Investor Services (Pty) Limited
70 Marshall Street, Johannesburg 2001. PO Box 61051, Marshalltown 2107,
South Africa
www.ag-industries.com
Johannesburg
5 March 2010
Transaction Sponsor
KPMG Services (Proprietary) Limited
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Attorneys
To the Underwriters: Webber Wentzel
To Castellas: Bowman Gilfillan
To AGI HR Levin
Corporate Advisor: Favim Investments
Date: 05/03/2010 11:02:03 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
