| Thu 24 Jun 2010, 14:02 | | OMN - Omnia Holdings Limited - Unaudited Pro Forma Financial Effects of a |
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OMN
OMN
OMN - Omnia Holdings Limited - Unaudited Pro Forma Financial Effects of a
Capital Raising Exercise, Notice of General Meeting and Withdrawal of
Cautionary Announcement
OMNIA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1967/003680/06)
JSE share code: OMN
ISIN: ZAE000005153
("Omnia" or "the Company")
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF A CAPITAL RAISING EXERCISE, NOTICE
OF GENERAL MEETING AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Omnia shareholders ("Shareholders") are referred to the announcement
released by the Company on Thursday, 20 May 2010 ("Announcement")
wherein the details of a R1 billion capital raising exercise through the
implementation of a specific issue for cash of 3 million new Omnia
ordinary shares ("New Shares") ("Specific Issue") and/or a claw back and
rights offer of 17 million New Shares ("Offer"), or if the Specific
Issue for cash is not authorised, a claw back and rights offer of 20
million New Shares at R50 per share (collectively referred to as the
"Capital Raising") for the purposes of raising capital for the
construction of a second nitric acid complex ("Complex") were provided.
In order to implement the Capital Raising, Shareholders will be required
to place sufficient authorised but unissued ordinary Omnia shares under
the control of the directors of Omnia for purposes of the Specific Issue
and the Offer.
Should Shareholders approve the Specific Issue then an amount of R150
million of the R1 billion Capital Raising will be reserved for
Industrial Development Corporation of South Africa Limited ("IDC")
participation through the issue of 3 million New Shares, thereby
reducing the total quantum of the Offer from R1 billion to R850 million.
The New Shares authorised for issue in terms of the Specific Issue will
be utilised to ensure that IDC receives a minimum of 3 million New
Shares through its participation in the Capital Raising ("the Minimum
Investment"). Any of the 3 million New Shares authorised for issue in
terms of the Specific Issue not allotted and issued to IDC to ensure IDC
receives the Minimum Investment will be allotted and issued to Sanlam
Investment Management (Proprietary) Limited and Sanlam Investment
Management, a division of Sanlam Life Insurance Limited, as underwriters
of the Capital Raising.
Shareholders were informed in the Announcement that the unaudited pro
forma financial effects of the Capital Raising would be announced at a
later date. Following the release of the Company`s reviewed provisional
results for the year ended 31 March 2010 on SENS on Wednesday, 9 June
2010 and the subsequent correction on Tuesday 15 June 2010, the
unaudited pro forma financial effects are provided below.
2. UNAUDITED PRO FORMA FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of
the Capital Raising based on the published reviewed results of Omnia for
the year ended 31 March 2010.
The unaudited pro forma financial effects have been prepared for
illustrative purposes only, in order to provide information about how
the Capital Raising might have affected Shareholders had the Capital
Raising been implemented on the dates indicated in the notes below.
Due to their nature, the unaudited pro forma financial effects may not
fairly present the financial position or the effect on future earnings
of Omnia after the Capital Raising. The preparation of the unaudited pro
forma financial effects is the responsibility of the directors of Omnia.
Shareholders should exercise caution in reading the pro forma financial
information which does not consider a return from the construction of
the Complex, nor any short-term interest saving as a result of the
placement of unused funds with existing short term debt facilities of
Omnia.
Before the Pro forma Percentage Pro Percentage
Capital after the Change forma Change
Raising1 Specific after
Issue 2 the
Capital
A B B/A Raising C/A
3
C
Earnings per share 122.0 114.5 (6.15) 85.0 (30.33)
(cents) 4
Diluted earnings 121.7 114.2 (6.16) 84.8 (30.32)
per share (cents)
4
Headline earnings 80.6 75.7 (6.08) 56.1 (30.40)
per share (cents)
4
Diluted headline 80.4 75.5 (6.09) 56.0 (30.35)
earnings per share
(cents) 4
Net asset value 42.40 42.90 1.18 44.35 4.60
per share (Rand) 5
Net tangible asset 30.89 32.05 3.76 36.28 17.45
value per share
(Rand) 5
Weighted average 45 904 48 904 65 904
number of shares
in issue (`000)
Diluted weighted 46 027 49 027 66 027
average number of
shares in issue
(`000)
Number of shares 46 491 49 491 66 491
in issue (`000)
Notes:
1. The figures included in the "Before the Capital Raising" column
have been extracted, without adjustment, from the published
reviewed results of Omnia for the year ended 31 March 2010 as
released on SENS on 9 June 2010 as well as the subsequent
correction released on SENS on 15 June 2010.
2. Represents the pro forma financial effects after the Specific Issue
assuming the Specific Issue is approved by Shareholders.
3. Represents the pro forma financial effects after the Capital
Raising assuming the proposed Capital Raising of R1 billion is
successful, either through a combination of a specific issue of 3
million New Shares and a claw back offer and rights offer of 17
million New Shares or a claw back and rights offer of 20 million
New Shares at R50 per share.
4. The effects on earnings, diluted earnings, headline earnings and
diluted headline earnings per share are based on the following
assumptions:
- the Capital Raising was effective 1 April 2009; and
- it is currently envisaged that the funds raised will largely
be placed within existing short-term debt facilities until
drawn down for the construction of the Complex. However, no
effect is given to the potential interest saving within the
short-term until the funds are drawn-down for purposes of
investing in the construction of the Complex, as such interest
savings cannot be factually supportable, nor is any return on
the investment in the construction in the Complex assumed as
the returns thereon cannot be determined with certainty at
this stage. Consequently, the pro forma financial effect on
Omnia`s earnings from the Specific Issue and Capital Raising
is only impacted by the number of New Shares issued in terms
of the Specific Issue and Capital Raising.
5. The effects on net asset value and net tangible asset value per
share are based on the following assumptions:
- the Capital Raising was effective 31 March 2010;
- the issue of 3 million New Shares for a cash consideration of
R150 million in terms of the Specific Issue and the issue of
20 million New Shares for a cash consideration of R1 billion
in terms of the Capital Raising; and
- cumulative transaction costs amounting to R24 million (R255
000 relating to the Specific Issue and R23 745 000 relating to
the Offer) relating to the Capital Raising have been written
off against stated capital.
3. NOTICE OF GENERAL MEETING
Shareholders are advised that the circular providing details of the
resolutions required to be passed and the notice of general meeting was
distributed to Shareholders on Thursday, 24 June 2010.
Notice is hereby given that a general meeting of Shareholders will be
held at 10:00am on Friday, 9 July 2010 ("General Meeting") at the
Company`s registered offices being Omnia House, 13 Sloane Street, Epsom
Downs, Bryanston, 2021 in order to vote on the ordinary resolutions
necessary to implement the Capital Raising.
The salient dates and times relating to the General Meeting are provided
below:
2010
Circular and notice of General Meeting Thursday, 24 June
posted to Shareholders on
Last day for receipt of proxies in respect Wednesday, 7 July
of General Meeting by 10h00 on
General Meeting of Shareholders at 10h00 on Friday, 9 July
Results of General Meeting released on SENS Friday, 9 July
on
Results of General Meeting published in the Monday, 12 July
press on
Notes:
1. Any material change to these dates will be released on SENS and
published in the South African press.
2. Any reference to time is a reference to South African time.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement released by the
Company on 20 May 2010 and are advised that they are no longer required
to exercise caution when dealing in the Company`s securities.
Bryanston
24 June 2010
Corporate Advisor and Sponsor:
One Capital
Attorneys:
Cliffe Dekker Hofmeyr Inc.
Date: 24/06/2010 14:02:01 Produced by the JSE SENS Department.
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