| Thu 3 Mar 2011, 12:15 | | IFC - IFCA Technologies Limited - Update on General issue of shares for cash |
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IFC
IFC
IFC - IFCA Technologies Limited - Update on General issue of shares for cash,
change in control and mandatory offer, withdrawal of cautionary announcement
and renewal of cautionary announcement
IFCA TECHNOLOGIES LIMITED
Incorporated in the Republic of South Africa)
(Registration number 2006/030759/06)
Share code: IFC ISIN:ZAE000088555
("IFCA Tech" or "the company")
UPDATE ON GENERAL ISSUE OF SHARES FOR CASH, CHANGE IN CONTROL AND MANDATORY
OFFER, WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT
GENERAL ISSUE OF SHARES FOR CASH
Pursuant to the announcement published on SENS on 7 January 2011, the board is
pleased to announce that the Company has issued a further 6 700 000 shares for
cash at 6.9 cents per share at a 10% discount to the 30 day VWAP of the
company at the date the shares were agreed to be issued, totalling R426 300
and a further issue of shares of 30 800 000 ordinary shares at 7.72 cents per
share which is at the 30 day VWAP at the date the shares were agreed to be
issued totalling R2 377 760.
The cash will be used for operating costs of the company as well as fund costs
for the new acquisitions as well as related corporate actions fees.
The board had previously approved the issue of up to 57 500 000 under its
general authority to issue shares for cash and had issued 20 000 000 shares to
Decaweb Investments (Proprietary) Limited and its associates ("Decaweb") as
previously announced.
The issue of shares for cash is under the company`s general authority which
authority was resolved at the company`s annual general meeting held on 02
August 2010. The issue of the additional 6 700 000 shares was effective on or
about 14 January 2011 and the issue of the further 30 800 000 shares was on or
about 17 February 2011.
PRO FORMA FINANCIAL EFFECTS
The table below summarises the pro forma financial effects of the issue of
initial 20 000 000 shares for cash at 6.9 cents and the subsequent issues of 6
700 000 shares at 6.9 cents per share and 30 800 000 at 7.72 cents per share
on the published unaudited results of IFCA Tech for the unaudited interim
period ended 30 June 2010, as though the cumulative issue of 57 500 000 shares
had been in effect from 01 January 2010 for income statement purposes and at
30 June 2010 for balance sheet purposes.
The pro forma financial effects, which are the responsibility of the
directors, have been prepared for illustrative purposes only and, due to their
nature, may not fairly present IFCA financial position, changes in equity,
results of operations or cash flows.
Published Pro forma 30 Percentage
Unaudited 30 June 2010 change %
June 2010 After
Before
Loss per ordinary share (1.19) (0.76) 36.38%
(cents)
Headline loss per ordinary (1.19) (0.76) 36.38%
share (cents)
Net asset value per share 6.62 6.86 3.65%
(cents)
Net tangible asset value per (2.80) 0.58 120.74%
share (cents)
Weighted average shares in 100 662 983 158 162 983 57.12%
issue (`000)
Shares in issue at period end 115 000 000 172 500 000 50.00%
Assumptions:
1 The "Before" column is extracted from the unaudited results for the six
months ended 30 June 2010 as published on SENS.
2 The "After" Column assumes the following:
* For income statement purposes, it is assumed that the R4 220 060 was
received on 01 January 2010 and was applied to reduce creditors.
Thus no interest received has been assumed nor any costs associated
with the issue have been assumed as these costs are immaterial and
limited to share issue costs and JSE Listings fees. The issue of 57
500 000 new shares has been assumed as at 01 January 2010 for
purposes of these pro formas.
* For balance sheet purposes the issue of 57 500 000 new shares has
been assumed as at 30 June 2010 and the cash proceeds have been
applied to the reduction of trade creditors.
CHANGE IN CONTROL AND MANDATORY OFFER
In addition to the new issue of shares for cash above, Kutana has sold the
remaining balance of the shares it owns in IFCA comprising of 19 233 000
shares for a cash consideration of 6.9 cents per share amounting to R1 311
000.
The issue of additional shares, together with the sale of the balance of
shares owned by Kutana for cash as mentioned above and in the announcement
dated 6 January 2011, will cause Decaweb to hold more than 35% of IFCA, which
will constitute an "affected transaction" in terms of the Securities
Regulation Panel ("SRP") Code.
Decaweb or an associate thereof, as a consequence, is obliged to make a
mandatory offer to the minority shareholders of IFCA Tech on comparable terms
and conditions.
Carl Spingies Attorneys acting on behalf Decaweb has provided cash
confirmation to the SRP in accordance with Rule 21.7 of the SRP Code that
sufficient funds are available to satisfy full acceptance of the mandatory
offer.
The Company is in the process of drafting a circular to shareholders which
will include the details of the change in control and mandatory offer to
minorities in terms of Rule 8.1 of the SRP Code at the higher of the issue and
sale price being 7.72 cents per share.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that as a result of this change in control
announcement the cautionary announcement regarding dealings in IFCA securities
is now withdrawn.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the company has entered into new negotiations,
which if successfully concluded, may have an effect on the price of the
company`s securities. Shareholders are accordingly advised to exercise caution
when dealing in the company`s securities until a full announcement has been
made. It is intended that, pursuant to these negotiations, and subject to JSE
and shareholder approval, that the Company will apply to move its listing to
the Main Board of the lists of the JSE. It is also the intention to dispose of
the software business as part of the restructure of the group.
Johannesburg
03 March 2011
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Date: 03/03/2011 12:15:02 Produced by the JSE SENS Department.
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employees and agents accept no liability for (or in respect of) any direct,
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