| Fri 13 Aug 2010, 13:00 | | ABK - African Brick - Rights offer finalisation announcement |
|
ABK
ABK
ABK - African Brick - Rights offer finalisation announcement
AFRICAN BRICK CENTRE LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1999/006214/06)
Share Code: ABK
ISIN: ZAE000105169
("African Brick" or "the Company")
RIGHTS OFFER FINALISATION ANNOUNCEMENT
1. INTRODUCTION AND TERMS OF THE RIGHTS OFFER
In an announcement released on the Securities Exchange News Service
("SENS") on 31 May 2010, shareholders were advised that African Brick would
be undertaking an approximate R20 million capital raising by way of a
rights offer ("the rights offer").
In terms of the rights offer, a total of 671,311,614 new African Brick
ordinary shares in the authorised but unissued share capital of African
Brick ("the rights offer shares") will be offered for subscription to
shareholders, by way of renounceable rights, at a subscription price of 3
cents per African Brick ordinary share ("the issue price"), in the ratio of
215 rights offer shares for every 100 existing African Brick ordinary
shares held at the close of trade on the record date of the rights offer,
thereby raising a total amount of R20,139,348 before costs.
The rights offer will give all shareholders registered as such on the
record date an equal opportunity to participate in the capital raising.
2. FRACTIONS
Only whole numbers of new African Brick shares will be issued and African
Brick shareholders will be entitled to rounded numbers of shares once the
ratio has been applied, using the rounding principle where allocations will
be rounded down to the nearest whole number if they are less than 0.5 and
rounded up to the nearest whole number if they are equal to or greater than
0.5.
3. EXCESS APPLICATIONS
African Brick shareholders will be permitted to apply for new African Brick
shares in excess of their entitlement. Should there be excess rights offer
shares available for allocation, these will be allocated to applicants in a
manner viewed as equitable in terms of the Listing Requirements of the JSE
Limited ("JSE").
4. IRREVOCABLE UNDERTAKING
Yakani Infraco (Proprietary) Limited, which has a holding of 51% in the
Company`s shares, has irrevocably committed to follow its rights, through
the conversion of its R5 million loan into shares and the balance in cash,
i.e. a total amount of approximately R10.2 million.
5. UNDERWRITING
The rights offer is not underwritten.
6. IMPORTANT DATES AND TIMES
2010
Last day to trade in African Brick ordinary shares Friday, 20 August
in order to participate in the rights offer (cum
entitlement)
Listing of and trading in the letters of Monday, 23 August
allocation in respect of new African Brick shares
on the JSE commences at 09:00
African Brick ordinary shares commence trading ex- Monday, 23 August
rights on the JSE at 09:00
Record date for the rights offer Friday, 27 August
Rights offer opens at 09:00 and the rights offer Monday, 30 August
circular posted to shareholders
Certificated shareholders will have their letters Monday, 30 August
of allocation credited to an electronic account
held at the transfer secretaries
Dematerialised shareholders will have their Monday, 30 August
accounts at their CSDP or broker credited with
their entitlement
Last day for trading letters of allocation on the Friday, 10 September
JSE
Listing of rights offer shares and trading therein Monday, 13 September
on the JSE commences
Rights offer closes at 12:00. Payment to be made Friday, 17 September
and form of instruction lodged by certificated
shareholders at the transfer secretaries
Record date for the letters of allocation Friday, 17 September
Rights offer shares issued and posted to Monday, 20 September
shareholders in certificated form on or about
CSDP or broker accounts in respect of Monday, 20 September
dematerialised shareholders will be updated with
rights offer shares and debited with any payments
due
Results of rights offer announced on SENS Monday, 20 September
CSDP or broker accounts in respect of Tuesday, 21
dematerialised shareholders will be updated with September
excess rights offer shares (where applicable) and
debited with any payments due on or about
Excess Rights offer shares issued (where Wednesday, 22
applicable) and posted to shareholders in September
certificated form on or about
* CSDPs effect payment in respect of dematerialised shareholders on a
delivery versus payment method.
Notes:
(1) Unless otherwise indicated, all times are South African times.
(2) African Brick shareholders may not dematerialise or rematerialise
their African Brick ordinary shares between Monday, 23 August 2010 and
Friday, 27 August 2010, both dates inclusive.
7. REGULATORY APPROVALS
7.1. Application has been made to the Issuer Services Division of the JSE
to approve the listings of:
* 671,311,614 renounceable (nil paid) letters of allocation
("LAs"); and
* 671,311,614 rights offer shares to be issued pursuant to the
rights offer.
7.2. The form of instruction in respect of the rights offer has been
registered by the Companies and Intellectual Property Registration
Office in South Africa.
There are no further conditions precedent to the rights offer proceedings.
8. PRO FORMA FINANCIAL EFFECTS
The table below illustrates the unaudited pro forma financial effects of
the rights offer on the audited consolidated results of the Company for the
year ended 28 February 2010.
The preparation of the unaudited pro forma financial effects is the
responsibility of the directors of African Brick. The unaudited pro forma
financial effects have been prepared for illustrative purposes only to
provide information on how the rights offer may have impacted on African
Brick`s results and financial position and, due to the nature thereof, may
not give a fair reflection of African Brick`s results and financial
position, changes in equity and results of operations or cash flows after
the rights offer. The reporting accountants` limited assurance report on
the financial effects is set out in Annexure 4 to the rights offer
circular.
Before(1 After % After(3 %
) (2) change ) change
(cents) (cents) (cents)
Earnings/(loss) per (4,9) (1,4) 71,6% (2,3) 54,1%
share
Headline earnings/(loss) (3,8) (1,0) 72,6% (1,7) 55,0%
per share
Net asset value ("NAV") 16,1 7,1 (56,0%) 9,1 (43,3)%
per share (cents)
Tangible net asset value 14,4 6,5 (54,6%) 8,3 (42,2)%
("TNAV")per share
(cents)
Number of shares in 312,238 983,550 215,0% 654,607 109,7%
issue (`000)
Weighted number of 312,238 983,550 215,0% 654,607 109,7%
shares (`000)
Notes:
1. The `before` column is based on the audited results for the year ended
28 February 2010.
2. The `after` column has been adjusted for the effects of the rights
offer, on the assumption that all shareholders follow their rights and
African Brick raises R20,139,348 through the issue of 671,311,614 new
African Brick ordinary shares at the issue price.
3. The `after` column has been adjusted for the effects of the rights
offer, on the assumption that only Yakani Infraco follow its rights
and African Brick raises R10,271,067 through the issue of 342,368,924
new African Brick ordinary shares at the issue price.
4. The financial effects are calculated on the assumptions that:
a. The cash proceeds have been received and the rights offer shares
issued on 1 March 2009 for the income statement effect.
b. The estimated expenses of the rights offer have been offset
against the proceeds from the rights offer.
c. The proceeds from the rights offer are used exclusively to repay
debt. Interest savings are based on actual interest costs
incurred for the year. This will create renewed borrowing
capacity to provide working capital to support both current
trading and increased production capacity in the short to medium
term.
d. The cash proceeds have been received and the rights offer shares
issued on 28 February 2010 for the balance sheet impact.
e. Transaction costs relate to the fees paid to professional
advisers and legal and compliance fees. This is not expected to
have a continuing effect on African Brick.
9. DOCUMENTATION
A circular to African Brick shareholders, incorporating listing
particulars, setting out full details of the rights offer, will be posted
to shareholders on or about Monday, 30 August 2010. A form of instruction
in respect of the LAs will be enclosed with the circular for use by African
Brick shareholders who have not dematerialised their African Brick shares.
10. RESTRICTIONS
The granting of the right to subscribe for rights offer shares in certain
jurisdictions other than South Africa may be restricted by law and a
failure to comply with any of those restrictions may constitute a violation
of the securities laws of any such jurisdiction.
The shares have not been and will not be registered for the purposes of the
rights offer under the securities laws of the United Kingdom, Canada,
United States of America or any other country outside South Africa and
accordingly, are not being offered, sold, taken up, re-sold or delivered
directly or indirectly to rights recipients with registered addresses
outside South Africa.
The rights offer does not constitute an offer in any area of jurisdiction
in which it is illegal to make such an offer.
Johannesburg
13 August 2010
Corporate adviser and sponsor
Grindrod Bank Limited
(Registration number 1994/007994/06)
Date: 13/08/2010 13:00:01 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.
