| Fri 14 May 2010, 11:39 | | EQS - Eqstra Holdings Limited - Rights offer declaration announcement and |
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EQS
EQS
EQS - Eqstra Holdings Limited - Rights offer declaration announcement and
withdrawal of cautionary announcement
Eqstra Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1998/011672/06)
Share Code: EQS, ISIN: ZAE000117123
("Eqstra" or "the Group")
Rights offer declaration announcement and withdrawal of cautionary announcement
1 Introduction
Eqstra shareholders are referred to the announcement released on the Securities
Exchange News Service ("SENS") of the JSE Limited ("JSE") on 19 April 2010,
relating to a renounceable rights offer to raise R650 million ("Rights Offer").
2 Terms of the Rights Offer
In terms of the Rights Offer, 154 761 905 new Eqstra ordinary shares ("Rights
Offer Shares") will be offered to registered holders of Eqstra ordinary shares
or "B" deferred ordinary shares on the register of shareholders of Eqstra at the
close of business on the record date of the Rights Offer, being Friday, 4 June
2010 ("Qualifying Shareholders"). The Rights Offer Shares will be offered at a
subscription price of 420 cents per Rights Offer Share, on the basis of 56.70877
Rights Offer Shares for every 100 ordinary shares or "B" deferred ordinary
shares held at the close of business on the record date of the Rights Offer.
3.Excess applications
Qualifying Shareholders are invited to apply for additional Rights Offer Shares
over and above their entitlement. Should there be excess Rights Offer Shares
available, the pool of such excess Rights Offer Shares will be allocated
equitably, taking cognisance of the number of shares held by the Qualifying
Shareholder just prior to such allocation, including those taken up as a result
of the Rights Offer, and the number of excess Rights Offer Shares applied for by
such shareholder.
4.Shareholder commitments and underwriting
Eqstra shareholders holding or controlling approximately 40% of Eqstra`s
ordinary shares have provided written commitments to follow all of their rights
in respect of the Rights Offer.
In addition, Abax Investments (Proprietary) Limited and Regarding Capital
Management (Proprietary) Limited, acting for and on behalf of certain of its
clients (the "Underwriters") have agreed to underwrite the balance of the Rights
Offer up to a maximum value of R399 760 452, representing 95 181 060 Rights
Offer Shares or 61.5% of the Rights Offer.
5.Unaudited pro forma financial effects
The unaudited pro forma financial effects set out below have been prepared to
assist Eqstra shareholders to assess the impact of the Rights Offer on the
Earnings Per Share ("EPS"), Headline Earnings Per Share ("HEPS"), Net Asset
Value ("NAV") per share and Tangible Net Asset Value ("TNAV") per share of
Eqstra. Due to the nature of these pro forma financial effects, they are
presented for illustrative purposes only and may not fairly present the Group`s
financial position or the results of its operations after the Rights Offer.
The unaudited pro forma financial effects have been prepared in accordance with
the Listings Requirements of the JSE 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
of directors of Eqstra and are provided for illustrative purposes only. The
material assumptions on which the pro forma financial effects are based are set
out in the notes following the table.
Pro forma financial effects for the six months ended 31 December 2009
Before the Pro forma After the Percentag
Rights adjustments Rights Offer e change
Offer
Basic EPS (cents) (22.4) 13.8 (8.6) 61.6%
Diluted EPS (cents) (20.4) 12.3 (8.1) 60.3%
HEPS (cents) (23.3) 14.1 (9.2) 60.5%
Diluted HEPS (cents) (21.1) 12.5 (8.6) 59.2%
NAV per share (cents) 693.5 (106.4) 587.1 (15.3%)
TNAV per share (cents) 690.8 (105.4) 585.4 (15.3%)
Number of ordinary 258.4 154.8 413.2 59.9%
shares in issue
(million)
Weighted average number 258.4 154.8 413.2 59.9%
of ordinary shares in
issue (million)
Notes and assumptions:
1) The financial information has been extracted from the published unaudited
financial statements of Eqstra for the six months ended 31 December 2009.
2) The pro forma adjustments to the income statement have been calculated on
the assumption that the proceeds from the Rights Offer were received on 1 July
2009 and that the net proceeds were used to repay short term debt.
3) The pro forma adjustments to the balance sheet have been calculated on the
assumption that the proceeds from the Rights Offer were received on 31 December
2009.
4) A share issue price of 420 cents per share has been used for the pro forma
adjustments with 154 761 905 shares being issued for a total quantum of R650
million.
5) The interest impact on the income statement has been calculated by
analysing the Group borrowings balance on a monthly basis. The tax effect has
been calculated as being 28% of the interest impact.
6) No additional dividend payment would have been paid as a result of the
Rights Offer.
7) Estimated transaction costs of R16 million, relating to the Rights Offer,
have been taken into account in determining the financial effects and are once
off in nature. These costs will be written off against share premium as allowed
under Section 76 of the Companies Act, 61 of 1973.
8) Net asset value per share has been calculated as the total assets less
total liabilities as reflected on the balance sheet divided by the total number
of shares in issue after the Rights Offer.
9) Tangible net asset value per share has been calculated as the total assets
less total liabilities as reflected on the balance sheet divided by the total
number of shares in issue after the Rights Offer.
10) The adjustment in note 5 will have a continuing effect on the results of
Eqstra.
6. Salient dates and times
Subject to the fulfilment of the conditions set out in paragraph 7, the
timetable for the Rights Offer is set out below.
Last day to trade in Eqstra shares in order to Friday, 28 May
participate in the Rights Offer (cum entitlement) 2010
Eqstra shares commence trading ex-entitlement at 09:00 Monday, 31 May
on 2010
Listing of and trading in the renounceable letters of Monday, 31 May
allocation on the JSE commences at 09:00 under the JSE 2010
code: EQSN and ISIN: ZAE000146186 on
Record date for the Rights Offer Friday, 4 June
2010
Rights Offer circular and form of instruction, where Monday, 7 June
applicable, posted to Eqstra shareholders 2010
Rights Offer opens at 09:00 on Monday, 7 June
2010
Letters of allocation credited to an electronic account Monday, 7 June
held at the transfer secretaries in respect of holders 2010
of certificated Eqstra shares
Central Securities Depository Participant ("CSDP") or Monday, 7 June
broker accounts credited with entitlements in respect 2010
of holders of dematerialised Eqstra shares
Last day for trading letters of allocation on the JSE Friday, 18 June
2010
Listing of Rights Offer Shares and trading therein on Monday, 21 June
the JSE commences at 09:00 on 2010
Payment to be made and form of instruction to be lodged Friday, 25 June
with the transfer secretaries by holders of 2010
certificated Eqstra shares
Rights Offer closes at 12:00 (see note 4) on Friday, 25 June
2010
Record date for the letters of allocation Friday, 25 June
2010
Rights Offer Shares issued on or about Monday, 28 June
2010
CSDP or broker accounts of holders of dematerialised Monday, 28 June
shares debited and updated with Rights Offer Shares 2010
Share certificates posted to certificated shareholders Monday, 28 June
by registered post on or about 2010
Results of the Rights Offer announced on SENS Monday, 28 June
2010
Results of the Rights Offer published in the press Tuesday, 29 June
2010
Rights Offer Shares in respect of successful excess Wednesday, 30
applications (if applicable) issued on or about June 2010
CSDP or broker accounts of holders of dematerialised Wednesday, 30
shares debited and updated with Rights Offer Shares in June 2010
respect of successful excess applications (if
applicable)
Share certificates in respect of successful excess Wednesday, 30
applications (if applicable) posted to certificated June 2010
shareholders by registered post on or about
Refund cheques posted to holders of certificated shares Wednesday, 30
in respect of unsuccessful excess applications (if June 2010
applicable) on or about
Notes:
1) Share certificates in respect of Eqstra shares may not be dematerialised or
rematerialised between Monday, 31 May 2010 and Friday, 4 June 2010, both days
inclusive.
2) Unless otherwise indicated, all times are South African times.
3) CSDPs effect payment on a delivery versus payment basis in respect of
dematerialised shares.
4) Dematerialised shareholders are required to inform their CSDP or brokers of
their instructions in term of the Rights Offer in the manner and time stipulated
in the agreement governing the relationship between the share and their CSDP or
broker.
5) The above dates and times are subject to amendment. Any amendments to the
dates and times will be released on SENS and published in the South African
press.
7.Conditions precedent
The implementation of the Rights Offer is subject to the fulfilment of the
following conditions:
- approval being obtained from the JSE for the Rights Offer circular;
- approval being obtained from the JSE for the application for listing of the
letters of allocation and the application for listing of the Rights Offer
Shares; and
- registrations, to the extent necessary, being obtained for the special
resolution of the shareholders of Eqstra passed at the general meeting of Eqstra
shareholders on Wednesday, 12 May 2010, the Rights Offer circular together with
the necessary supporting documentation including, but not limited to, the
underwriting agreement entered into by Eqstra and the underwriters pertaining to
the Rights Offer and form of instruction from the Companies and Intellectual
Property Registration Office of South Africa.
8.Finalisation announcement
It is anticipated that the finalisation announcement for the Rights Offer will
be released on SENS on Friday, 21 May 2010 and in the South African press on
Monday, 24 May 2010.
9.Rights Offer circular
The Rights Offer circular, incorporating revised listing particulars and a form
of instruction in respect of a letter of allocation, where applicable will be
posted to all Eqstra shareholders registered on the record date for the Rights
Offer on or about Monday, 7 June 2010.
10.Jurisdiction
The distribution of this announcement and the Rights Offer 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. It is the responsibility of any person outside South
Africa (including, without limitation, nominees, agents and trustees for such
persons) receiving this announcement and wishing to take up rights under the
Rights Offer, to satisfy themselves 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. Any failure to comply with any
of those restrictions may constitute a violation of the laws of any such
jurisdiction.
11.Withdrawal of cautionary announcement
Eqstra shareholders are referred to the cautionary announcement dated 19 April
2010, and are advised that the terms of the Rights Offer having been published,
caution is no longer required to be exercised by shareholders when dealing in
Eqstra shares.
Johannesburg
14 May 2010
Investment bank and transaction sponsor
Standard Bank
Sponsor
Merrill Lynch South Africa (Proprietary) Limited
Independent reporting accountants
Deloitte & Touche
Legal adviser
Webber Wentzel
Date: 14/05/2010 11:39:02 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.
