| Wed 9 Jun 2010, 15:25 | | WLO/WLN/WLOP/WLP1 - Wooltru - Acquisitions By Wooltru resulting in a reverse |
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WLO WLN WLP1 WLOP
WLO
WLO/WLN/WLOP/WLP1 - Wooltru - Acquisitions By Wooltru resulting in a reverse
take-over and renewal of cautionary announcement
WOOLTRU LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1936/008278/06)
SHARE CODE: WLO ISIN: ZAE000007993
SHARE CODE: WLN ISIN: ZAE000008744
SHARE CODE: WLOP ISIN: ZAE000008009
SHARE CODE: WLP1 ISIN: ZAE000008017
("Wooltru" or "the Company")
ACQUISITIONS BY WOOLTRU RESULTING IN A REVERSE TAKE-OVER AND RENEWAL OF
CAUTIONARY ANNOUNCEMENT
1. Introduction
Further to the cautionary announcement dated 28 April 2010, shareholders
are advised that Wooltru has entered into agreements to acquire 100% of PBT
Group (SA) (Pty) Limited which has two subsidiaries being PBT Technology
Services (Pty) Ltd and PBT Infosight (Pty) Ltd, 100% of Stricklands Tetra
Cape (Pty) Limited and 51% of PBT Insurance Technologies (Pty) Limited
(collectively "the PBT Group") for a maximum consideration of 5,146,199,700
Wooltru ordinary shares to be issued pursuant to the proposed
reorganisation of Wooltru`s share capital ("the acquisition").
2. Background to the PBT Group
The PBT Group conducts business intelligence and information management
services to large national and international clients in South Africa and
Australia. In addition, the PBT Group provides specialist healthcare
management solutions and services. More information on the PBT Group can be
viewed on its website: www.pbt.co.za
3. The Rationale
The acquisition will provide Wooltru shareholders with improved prospects
which will result in the following benefits:
- participation in an IT company with good long term growth prospects;
- the potential to achieve greater liquidity on the JSE;
- the enhancement of value to Wooltru shareholders through the reverse-
take over; and
- a long term future for the enlarged group.
4. Details of the acquisition
4.1 Acquisition Classification
The transaction is classified as a reverse take-over in terms of the
Listing Requirements of the JSE Limited ("the JSE") ("the Listings
Requirements") therefore the JSE will evaluate the continued listing
of Wooltru as if the company were a new applicant. Shareholders are
accordingly advised as to the uncertainty of whether or not the JSE
will allow the listing to continue following the acquisition.
4.2 Consideration
4.2.1. The aggregate maximum acquisition consideration amounts to
5,146,199,700 Wooltru ordinary shares and will be settled as
follows:
- 4,116,959,760 new Wooltru shares will be issued to the
vendors on the effective date; and
- a maximum of 1,029,239,940 additional Wooltru shares will be
issued to the vendors following fulfilment of the profit
warranty as detailed in paragraph 4.2.2 below.
4.2.2 The vendors have warranted pre-tax profits of not less than R32
million for the year ending 28 February 2011 ("the warranted pre-
tax profit"). Should the warranted pre-tax profit exceed R32
million, 1,029,239,940 additional Wooltru shares will be issued
to the vendors. Should the warranted pre-tax profit be less than
R32 million, the maximum purchase consideration will be adjusted
downwards as follows:
- by 2% for every R1 400 000 or part thereof by which the
warranted pre-tax profit is less than R32 million; and
- by a maximum of 20% should the warranted pre-tax profit be
R18 million or less.
4.3 The vendors
A maximum of 4,480,239,800 of the new Wooltru shares will be issued to
PBT Holdings (Pty) Ltd ("PBT Holdings") which will be deregistered
within one year of the acquisition and its Wooltru shares distributed
to its shareholders who are predominately employees of the PBT Group.
The remaining 665,959,900 Wooltru shares will be issued to empowerment
partners who presently have an interest in the PBT Group.
4.4 Conditions precedent
The acquisition is subject to the following conditions precedent:
4.4.1 The satisfactory completion of due diligence investigations;
4.4.2 The reorganisation of Wooltru`s capital;
4.4.3 Regulatory approvals including that of the SRP and The JSE
Limited;
4.4.4 The waiver of a mandatory cash offer by the SRP; and
4.4.5 The shareholders of Wooltru passing the resolutions
necessary, including a resolution waiving the obligation by
PBT Holdings to make a mandatory offer to Wooltru
shareholders in terms of the Securities Regulation Code on
Takeovers and Mergers ("the SRP Code"), for the acquisition
to proceed and the resolutions coming into effect.
4.5 Effective Date
The effective date of the acquisition is 1 March 2010.
4.6 Irrevocable undertakings
Shareholders representing 41.1% of the votes exercisable at a Wooltru
shareholders meeting have irrevocably undertaken to vote in favour of
all the resolutions necessary to implement the acquisition.
4.7 Board of directors
The vendors will be entitled to appoint directors to the Board of
Wooltru and Messrs M Kaplan, JC van der Horst and A Groll will resign
as directors of Wooltru. Furthermore AL Winkler will resign as company
secretary of Wooltru following the acquisition.
4.8 Waiver of mandatory offer
As a result of the acquisition, PBT Holdings will acquire more than
35% of the new ordinary Wooltru shares in issue. In terms of Section F
(Rule 8.1) of the SRP Code PBT Holdings is obliged to make a mandatory
offer to existing Wooltru shareholders. It is a condition of the
acquisition that no mandatory offer at a price of 4.51 cents per
Wooltru share is required to be made to existing Wooltru shareholders.
Consequently, Wooltru shareholders will be asked to vote against the
need for PBT Holdings to make a mandatory offer. Wooltru shareholders
representing 41.1% of the votes exercisable at a Wooltru shareholders
meeting have undertaken to vote against the need for PBT Holdings to
make a mandatory offer.
4.9 Reorganisation of Wooltru`s share capital
To facilitate the acquisition, Wooltru`s share capital will be
reorganised as follows:
4.9.1 Wooltru`s ordinary shares and "N" ordinary shares being
converted into one class of ordinary shares. Existing
ordinary shareholders will be offered new bonus ordinary
shares in the ratio of 10 new bonus shares for every 100
ordinary shares held in return for giving up their superior
voting rights (in terms of the Listing Requirements the high
voting share structure has to be collapsed before the
acquisition may be implemented); and
4.9.2 7 000 000 000 new authorised ordinary shares will be
created.
5. Pro forma financial effects and renewal of cautionary announcement
In compliance with paragraph 9.15 of the Listings Requirements, pro forma
financial effects must be disclosed to provide information on the impact of
the acquisition on Wooltru`s reported financial statements. As the
financial effects of the acquisition have not yet been determined,
shareholders are advised to continue exercising caution when dealing in the
Company shares until such a time that the financial effects are released.
6. Further announcement and circular to shareholders
A further announcement will be made and a circular giving full details of
the acquisition, incorporating revised listing particulars and convening a
general meeting of shareholders will be posted to shareholders in due
course.
Cape Town
9 June 2010
Sponsor: Bridge Capital Advisors (Pty) Limited
Attorneys to the PBT Group: Cliffe Dekker Hofmeyr Inc.
Attorney to Wooltru: Hilton Gishen Attorney
Date: 09/06/2010 15:25:04 Produced by the JSE SENS Department.
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