| Thu 23 Sep 2010, 12:35 | | JDH - John Daniel Holdings Ltd - Further Announcement |
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JDH
JDH
JDH - John Daniel Holdings Ltd - Further Announcement
JOHN DANIEL HOLDINGS LTD
(Incorporated in the Republic of South Africa)
(Registration Number 1998/013215/06)
Share code: JDH ISIN: ZAE000136677
("the Company" or "JDH")
FURTHER ANNOUNCEMENT
Further to the announcement released on SENS on 21 September 2010, shareholders
are advised that an immediate loan of R1 million has been made available to the
Company with a further R2 million being made available after a second Main
Agreement is concluded.
The conversion terms of the loan have not yet been agreed. Once these are agreed
upon in the Main Agreement, a further announcement will be made reflecting the
full terms and the pro forma financial effects. It is anticipated that the
conversion will be subject to shareholder approval. The new interim board of
directors will also be evaluating the underlying businesses over the next 60
days to establish the best way forward, which may include a related party
disposal of one of its investments, which would also require shareholder
approval. Shareholders are advised that in the previous announcement the new
directors and their appointment was referred to as "interim appointments" and,
in clarification of this matter, it should be noted that the appointments were
made by the Board of Directors and shareholders will be asked to ratify these
appointments at the company`s next general meeting at which time, and if
ratified, the appointments will become permanent.
As previously stated in the SENS announcement dated 22 September 2010, Messrs
Harry Minnie and Nico Ackerman will change roles from executive directors to non
executive directors on the Company`s main board but will however remain
executive on the Company`s subsidiary board.
Shareholders are also advised that on the 6th of August 2010 IRBA received a
Reportable Irregularity report dated 29 July 2010 in terms of section 45(1) of
the Auditing Profession Act 2005 (Act Nr 26 of 2005) issued by PKF (Cpt) Inc
("PKF") in connection with the company. IRBA was informed that PKF had reason to
believe that in the conduct of the affairs of the company a Reportable
Irregularity within the Auditing Profession Act, 2005 (Act Nr 26 of 2005) had
taken place or was taking place which has caused, or is likely to cause,
financial loss to the company. This irregularity related to the substantial
deterioration of the company`s financial position at that date. The company was
given 30 days to rectify this irregularity. PKF resigned as auditor to the
group companies effective 21 September 2010.
During this time the company entered into discussions with Escalator Capital
Limited in order to restructure the business and secure funding. These
discussions took longer than expected, however when it became apparent that the
30 day period would be exceeded, the directors of the company solicited the
support of the largest shareholders who undertook, that should the attempts to
secure a restructure fail, to personally recapitalise the company to the extent
where no further irregularity existed. This however was not necessary as the
first finance restructure agreement was concluded on 08 September 2010 and after
meeting suspensive conditions, to be met within 7 days from date of signing of
the first finance restructure agreement, an immediate amount of R1 million was
made available to the company with a further R2 million to follow. Accordingly
in the opinion of the directors no further Reportable Irregularity exists and
the details regarding the Reportable Irregularity will be disclosed in the
annual financial statements.
The newly appointed auditors are AM Smith and Company Inc which appointment is
with immediate effect and a report to IRBA will be addressed through them.
Johannesburg
23 September 2010
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 23/09/2010 12:35:03 Produced by the JSE SENS Department.
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