| Thu 3 Jun 2010, 15:24 | | RAC - Racec Group Limited - Rights Offer Finalisation Announcement |
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RAC
RAC
RAC - Racec Group Limited - Rights Offer Finalisation Announcement
RACEC GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/006153/06)
Share code: RAC ISIN: ZAE000105409
("RACEC" or "the company")
RIGHTS OFFER FINALISATION ANNOUNCEMENT
1 INTRODUCTION
Shareholders are referred to the rights offer declaration announcement
released on SENS on Wednesday, 26 May 2010 wherein the board of directors
of RACEC ("the board") announced that RACEC intends to proceed with a fully
underwritten renounceable rights offer whereby the company will issue 25
000 007 new RACEC shares at an issue price of 40 cents per share in order
to raise R10 million ("the rights offer"). RACEC and Solethu Civils
(Proprietary) Limited ("Solethu Civils" or "the underwriter") have entered
into a loan and underwriting agreement whereby Solethu Civils have agreed
to loan the amount of R10 million to RACEC prior to the finalisation of
the rights offer. The loan bears interest at the prime interest rate plus
two percent, which amount will be payable on finalisation of the rights
offer. In terms of the loan and underwriting agreement, the underwriter has
irrevocably undertaken to underwrite the rights offer at an issue price of
40 cents per share, on the basis that any rights offer shares not
subscribed for by RACEC shareholders shall be allocated to the underwriter.
Shareholders are hereby advised that the relevant rights offer
documentation has been approved by JSE Limited on 24 May 2010 and
registered with and approved by the Companies and Intellectual Property
Office on 1 June 2010. Accordingly, RACEC will proceed with the rights
offer, whereby RACEC shareholders will be given the opportunity to
subscribe for 25 000 007 shares in the ratio of seventeen rights offer
shares for every 100 shares held at the close of business on the record
date of the rights offer, Friday, 18 June 2010 at 40 cents per share. The
rights offer price represents a 9% premium to the 30 day volume weighted
average price and a 21% premium to the closing price on 14 May 2010.
The JSE has granted listings for the letters of allocation and rights offer
shares as follows:
25 000 007 letters of allocation:
Commencement of listing: Friday, 11 June 2010
Last day to trade: Friday, 2 July 2010
JSE code: RACN
ISIN: ZAE000146197
25 000 007 rights offer shares:
Commencement of listing: Monday, 5 July 2010
2 SUSPENSIVE CONDITONS TO THE RIGHTS OFFER
All suspensive conditions pertaining to the rights offer were met on or
before 22 April 2010.
3 SALIENT DATES AND TIMES
The salient dates and times of the rights offer are set out below:
2010
Last day to trade in RACEC shares in order to settle Thursday, 10 June
trades by the record date for the rights offer and
to qualify to participate in the rights offer (cum
entitlements)
Listing and trading of letters of allocation on the Friday, 11 June
JSE while shares trade ex rights commences at 09:00
Record date for the rights offer at the close of Friday, 18 June
business on
Rights offer opens at 09:00 on Monday, 21 June
Rights offer circular and form of instruction (where Monday, 21 June
applicable) posted to shareholders
Dematerialised shareholders will have their accounts Monday, 21 June
with their CSDP or broker automatically credited
with their entitlements
Certificated shareholders will have their letters of Monday, 21 June
allocation credited to an electronic register at the
transfer secretaries
Last day to trade in letters of allocation in order Friday, 2 July
to settle trades by the close of the rights offer
and participate in the rights offer at the close of
business
Last day for forms of instruction of certificated Friday, 2 July
shareholders wishing to sell all or part of their
entitlement to be lodged with the transfer
secretaries by 12:00
Listing and trading of rights offer shares on the Monday, 5 July
JSE commences at 09:00
Record date for letters of allocation for purposes Friday, 9 July
of determining the holders of letters of allocation
that are entitled to subscribe for the rights offer
shares
Rights offer closes at 12:00 on Friday, 9 July
Payment to be made and forms of instruction to be
lodged by certificated shareholders with the
transfer secretaries by 12:00 on (see note 2 below)
Expected date from which CSDP/broker accounts are Monday, 12 July
credited with rights offer shares and debited with
any payments due in respect of dematerialised rights
offer shares
Rights offer share certificates posted to Monday, 12 July
certificated shareholders on or about
Results of rights offer released on SENS Monday, 12 July
Notes:
1 All times referred to in the rights offer circular are local times in
South Africa.
2 Dematerialised shareholders are required to inform their CSDP or
broker of their instructions in terms of the rights offer in the
manner and time stipulated in the custody agreement.
3 Share certificates may not be dematerialised or rematerialised between
Friday, 11 June and Friday, 18 June 2010, both days inclusive.
4 Dematerialised shareholders will have their accounts at their CSDP
automatically credited with their rights and certificated shareholders
will have their rights credited to an account at Computershare
Investor Services (Proprietary) Limited.
5 CSDPs effect payment in respect of dematerialised shareholders on a
delivery versus payment method.
4 PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma income statement and balance sheet of RACEC,
showing the effects of the rights offer, are included in Annexure 2 of the
circular to be distributed to shareholders on or about 21 June 2010.
An independent reporting accountants` report on the unaudited pro forma
income statement and balance sheet is included in Annexure 3 of the
circular to be distributed to shareholders on or about 21 June 2010.
The table below sets out the unaudited pro forma financial effects of the
rights offer. The unaudited pro forma effects, which are the responsibility
of the directors of RACEC, have been prepared for illustrative purposes
only and, because of their pro forma nature, may not give a true reflection
of RACEC`s financial position, changes in equity and results of operations
or cash flows.
The unaudited pro forma financial effects are intended to provide
information on how the rights offer may have affected RACEC`s Earnings Per
Share ("EPS"), Headline Earnings Per Share ("HEPS") and Net Asset Value
("NAV") and Tangible Net Asset Value ("TNAV") per share, measured for the
12 month audited period ended 30 September 2009, had they occurred on 1
October 2008 for income statement purposes and 30 September 2009 for
balance sheet purposes.
The unaudited pro forma financial effects have been prepared using
accounting policies that comply with International Financial Reporting
Standards ("IFRS") and that are consistent with those applied in the
audited results of RACEC for the 12 months ended 30 September 2009.
Unaudited pro forma effects Before the Pro forma Change
rights offer after the
rights offer
(cents) (cents) (%)
Basic EPS (12.6) (10.2) 19.0
Diluted EPS (12.6) (10.2) 19.0
Headline EPS (12.3) (9.9) 19.5
Diluted headline EPS (12.3) (9.9) 19.5
NAV per share 45.8 44.4 (3.1)
TNAV per share 35.9 36.4 1.4
Number of shares in issue, 105 362 643 130 362 650 23.7
net of treasury shares
Weighted average number of 129 128 606 24.0
shares in issue 104 128 599
Diluted weighted average 129 128 606 24.0
number of shares in issue 104 128 599
Notes:
1 The above EPS and NAV per share measures in the "Before the rights
offer" column have been extracted without adjustment from the income
statement and balance sheet included in the published audited results
for the 12 months ended 30 September 2009.
2 The financial effects are calculated on the assumptions that:
- R10 000 003 is raised in terms of the rights offer;
- Solethu Civils is not taking up any of the rights offers shares.
Even though Solethu Civils is not a subsidiary of RACEC and RACEC
does not have any control over Solethu Civils, Solethu Civils is
consolidated into the group in terms of SIC 12 Consolidation -
Special Purpose Entities and therefore, any shares taken up by
Solethu Civils in terms of the rights offer or as underwriter of
the rights offer will be disclosed as treasury shares and any
financing required by Solethu Civils to take up the rights offer
shares or the underwritten shares will be disclosed as
liabilities of the group; and
- the rights offer shares were issued on 1 October 2008 for income
statement purposes and on 30 September 2009 for balance sheet
purposes.
3 IFRS 2, Share-based payment, is assumed to have no impact as the
closing price of the shares as at the last practicable date is lower
than the issue price.
4 It is assumed that the proceeds from the rights offer will be used to
timeously settle RACEC`s debt obligations and to fund working capital.
5 Tax has been calculated based on the normal tax rate of 28% for the
period.
6 The directly attributable transactions costs of R453 560 are
capitalised against the share premium account. Transaction costs
relate to the fees paid to professional, financial and legal advisers
and compliance fees and are not expected to have a continuing effect
on RACEC.
5 EXCESS APPLICATIONS
No applications for rights offer shares in addition to those allocated to
you in terms of the rights offer will be accepted.
6 RESTRICTIONS ON THE RIGHTS OFFER
The rights offer shares will not be freely transferable from South Africa
and will have to be dealt with in terms of the Exchange Control
Regulations. Shareholders who are resident outside the common monetary area
should obtain advice as to whether any governmental and/or other legal
consent is required and/or whether any other formality must be observed to
follow their rights in terms of the rights offer.
7 POSTING OF RIGHTS OFFER CIRCULAR
RACEC intends to post a circular, containing full details of the rights
offer, on or about Monday, 21 June 2010.
Cape Town
3 June 2010
Designated Adviser
Merchantec Capital
Date: 03/06/2010 15:24:01 Produced by the JSE SENS Department.
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