| Thu 15 Jul 2010, 11:10 | | WLO/WLN/WLOP/WLP1 - Wooltru Limited - Detailed announcement and withdrawal of |
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WLO WLN WLP1 WLOP
WLO
WLO/WLN/WLOP/WLP1 - Wooltru Limited - Detailed announcement and withdrawal 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 LIMITED ("WOOLTRU") RESULTING IN A REVERSE TAKE-OVER,
REORGANISATION OF WOOLTRU`S ORDINARY SHARE CAPITAL, PROPOSED REDEMPTION OF
PREFERENCE SHARES, PROPOSED CHANGE OF NAME FROM `WOOLTRU LIMITED` TO `PBT GROUP
LIMITED` AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
Shareholders are referred to the detailed announcement dated 9 June
2010 ("the detailed announcement") in which shareholders were advised
that Wooltru had entered into agreements to acquire 100% of PBT Group
(SA) (Pty) Limited which has two subsidiaries namely PBT Technology
Services (Pty) Limited and PBT Infosight (Pty) Limited, 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"). Further to the detailed announcement, the
directors are pleased to advise shareholders of the details of the
proposed reorganisation of Wooltru`s ordinary share capital,
redemption of preference shares, proposed change of name and the
financial effects of the acquisition.
2 THE REORGANISATION OF WOOLTRU`S ORDINARY SHARE CAPITAL
In order to facilitate the acquisition of the PBT Group, Wooltru is
required to simplify its current capital structure. This includes the
creation of a single class of ordinary shares which shares shall rank
pari passu. In order to achieve this objective, the directors propose
the following:
2.1 Bonus issue
To convert all Wooltru ordinary shares and "N" ordinary shares 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 Listings Requirements of the
JSE Limited ("Listings Requirements") the high voting share structure
has to be collapsed before the acquisition may be implemented). In
order to implement the bonus issue and the acquisition, 7 000 000 000
new authorised ordinary shares will be created subject to shareholder
approval. Further details pertaining to the proposed bonus issue will
be incorporated in the circular to be posted to shareholders in due
course.
2.2 Consolidation
To consolidate ordinary shares of R0.05 each to ordinary shares of
R0.01 each, on the basis of 1-for-20 shares held. Fractions arising
will be rounded up or down to the nearest whole number in accordance
with the rounding principle whereby fractions of 0.5 and above will be
rounded up and fractions below 0.5 will be rounded down. Further
details pertaining to the proposed consolidation will be incorporated
in the circular to be posted to shareholders in due course.
2.3 The odd lot offer
As at 25 June 2010, approximately 1,115 out of 2,849 registered
ordinary shareholders held 99 or less shares in the Company. These
shareholders collectively held a total of approximately 16,930
ordinary shares, representing only 0.9% of the issued ordinary share
capital of the Company. In order to reduce the substantial
administration costs associated with this number of small
shareholders, the Directors propose the implementation of an odd lot
offer to reduce the number of odd lot shareholdings. The proposal to
implement the odd lot offer gives shareholders an opportunity to
dispose their shares in a cost effective manner. Odd lot shareholders
who choose to sell their shares will be afforded the opportunity of
realising the maximum possible proceeds from the sale of their odd lot
shares. Further details pertaining to the odd lot offer will be
disclosed in the circular to be posted to shareholders in due course.
3 THE REDEMPTION OF THE 6% PREFERENCE SHARES
3.1 The proposed redemption
It is proposed that the 6% preference shares of the Company be
converted from 6% non-redeemable cumulative preference shares to 6%
redeemable cumulative preference shares to be redeemed on 30 September
2010 (including pro rata dividends to be calculated for the period
between the last dividend declaration date and the date of
redemption). This proposal seeks to simplify the Company`s capital
structure necessary to effect the acquisition. In compliance with the
Listings Requirements and in terms of the Company`s articles of
association, the special resolutions pertaining to the conversion and
redemption of preference shares will be tabled for approval at the 6%
preference shareholders` special general meeting to be held in the
Main Meeting Room, 30 Hudson Street, Cape Town at 11:00 on 26 August
2010 and the general meeting to be held in the Main Meeting Room, 30
Hudson Street, Cape Town at 12:30 on 26 August 2010 (any changes to
dates and times of the special general meeting will be published on
SENS and in the press).
3.2 The effect of the proposed redemption of the 6% cumulative non
redeemable preference shares of R2.00 each on the 6% cumulative
preference shareholders
The effects of the proposed redemption on 100 6 % cumulative
preference shares can be summarised as follows:
Before the After the Percentage
Redemption Redemption change
Market value R1011 R200 2 98%
Asset value R200 R200 2 -
Income R12 R20 3 67%
Notes:
1 Based on the last trade of 6% preference shares on the JSE.
2 The proposed redemption amount.
3 Based on the assumption that the redemption amount is invested at the
prime interest rate of 10 % for one year.
4 THE REDEMPTION OF THE 6.75% PREFERENCE SHARES
4.1 The proposed redemption
It is proposed that the 6.75% preference shares of the Company be
converted from 6.75% non-redeemable cumulative preference shares to
6.75% redeemable cumulative preference shares to be redeemed on 30
September 2010 (including pro rata dividends to be calculated for the
period between the last dividend declaration date and the date of
redemption). This proposal seeks to simplify the Company`s capital
structure necessary to effect the acquisition. In compliance with the
Listings Requirements and in terms of the Company`s articles of
association, the special resolutions pertaining to the conversion and
redemption of preference shares will be tabled for approval at the
6.75% preference shareholders` special general meeting to be held in
the Main Meeting Room, 30 Hudson Street, Cape Town at 11:30 on 26
August 2010 and the general meeting to be held in the Main Meeting
Room, 30 Hudson Street, Cape Town at 12:30 on 26 August 2010 (any
changes to dates and times of the special general meeting will be
published on SENS and in the press).
4.2 The effect of the proposed redemption of the 6.75% cumulative non
redeemable preference shares of R2.00 each on the 6.75% cumulative
preference shareholders
The effects of the proposed redemption on 100 6.75 % cumulative
preference shares can be summarised as follows:
Before the After the Percentage
Redemption Redemption change
Market value R115 1 R200 2 74%
Asset value R200 R200 2 -
Income R13.5 R20 3 48%
Notes:
4 Based on the last trade of 6% preference shares on the JSE.
5 The proposed redemption amount.
6 Based on the assumption that the redemption amount is invested at the
prime interest rate of 10 % for one year.
5 CHANGE OF COMPANY NAME AND YEAR-END
Subject to the implementation of the acquisition, the board proposes
to change the company`s name from `Wooltru Limited` to `PBT Group
Limited` ("change of name"). The rationale for the change of name is
to more appropriately reflect the profile and future strategy of the
company and to enhance the position of the company for international
markets, including alignment with the company`s new business plan. The
board is of the opinion that the implementation of the name change
will be to the long term benefit of Wooltru shareholders. The salient
dates and times pertaining to change of name will be published on SENS
and incorporated in the circular to be posted to shareholders in due
course.
In line with the proposed acquisition, the Company has changed its
year-end from 30 June to 31 August.
6 FINANCIAL EFFECTS OF THE ACQUISITION
The unaudited pro forma financial effects of Wooltru before and after
the acquisition are based on the unaudited results of Wooltru for the
6 months ended 31 December 2009. The unaudited financial effects are
presented for illustrative purposes only, to provide information on
how the acquisition may have impacted on the results and financial
position of Wooltru. The unaudited pro forma financial effects are the
responsibility of Wooltru`s directors. Due to the nature of the
unaudited pro forma financial effects, they may not fairly present
Wooltru`s financial position and the results of its operations after
the acquisition. It has been assumed for purposes of the headline
earnings and earnings per share that the acquisition took place with
effect from 1 June 2009 and 31 December 2009 for the computation of
the tangible net asset value and net asset value per share. The
financial effects do not purport to be indicative of what the
financial results would have been, had the acquisition been
implemented on a different date. The unaudited pro forma financial
information has been presented in a manner consistent in all respects
with IFRS and Wooltru`s accounting policies applied consistently
throughout the period.
The financial effects of the acquisition are set out below:
Before After the %
the acquisiti chang
acquisit on 2 e
ion1
Amount Amount
Basic earnings per share 0.20 0.11 (47%)
(cents)
- Continuing operations 0.15 0.10 (31%)
(cents)
- Discontinued operations 0.02 0.00 (90%)
(cents)
Diluted earnings per share 0.20 0.09 (57%)
(cents)
- Continuing operations 0.15 0.08 (43%)
(cents)
- Discontinued operations 0.02 0.00 (92%)
(cents)
Headline earnings per share 0.20 0.11 (47%)
(cents)
- Continuing operations 0.15 0.10 (31%)
(cents)
- Discontinued operations 0.02 0.00 (90%)
(cents)
Headline earnings per share (0.03) 0.06 338%
excluding once off items
(cents) 3
- Continuing operations (0.03) 0.06 312%
(cents) 3
- Discontinued operations (0.04) (0.04) 0%
(cents) 3
Diluted headline earnings per 0.20 0.11 (47%)
share (cents)
- Continuing operations 0.15 0.08 (43%)
(cents)
- Discontinued operations 0.02 0.00 (92%)
(cents)
Diluted headline earnings per (0.02) 0.05 338%
share excluding once off items
(cents) 3
- Continuing operations (0.02) 0.05 312%
(cents) 3
- Discontinued operations (0.03) -0.03 0%
(cents) 3
Net asset value per share 2.5 0.8 (69%)
(cents)
Tangible net asset value 2.5 0.6 (75%)
(cents)
Shares in issue (million) 470.9 4,607.3 878%
Weighted average number of 470.9 4,607.3 878%
shares in issue (million)
Diluted weighted average 470.9 5,636.5 1,097
number of shares in issue %
(million)
Notes:
1 Financial information extracted from the unaudited consolidated
statement of comprehensive income of Wooltru for the six months ended
31 December 2009.
2 Calculated taking into account the share issue as a result of the
acquisition and the consolidated earnings after the acquisition of the
PBT Group.
3 This calculation excludes an amount of R1.5 million for the reversal
of impairment which occurred as a result of a disposal of a subsidiary
and an amount of R0.5 million from the over provision of tax during
the 6 month period ended 31 December 2009 in Wooltru Limited. These
amounts are once off gains and are not expected to affect headline
earnings in future.
7 CIRCULAR TO SHAREHOLDERS
A circular relating to the acquisition incorporating further details
on the bonus issue, consolidation, odd lot offer, conversion and
subsequent redemption of 6% and 6.75% cumulative preference shares,
change of name and revised listing particulars and a notices of
general meetings, forms of proxy and surrender forms will be posted to
shareholders in due course.
8 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the disclosure of financial effects of the acquisition,
shareholders are no longer required to exercise caution when dealing
in their Wooltru shares and accordingly, the cautionary announcement
renewal released by Wooltru on 9 June 2010 is hereby withdrawn
Cape Town
15 July 2010
Sponsor and corporate advisor: Bridge Capital Advisors (Pty) Limited
Attorneys to the PBT Group: Cliffe Dekker Hofmeyr Inc.
Attorney to Wooltru: Hilton Gishen Attorney
Date: 15/07/2010 11:10:02 Produced by the JSE SENS Department.
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