| Mon 7 Mar 2011, 15:09 | | 1TM - Fulfilment of conditions precedent to 1Time BEE Transaction and change |
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1TM
1TM
1TM - Fulfilment of conditions precedent to 1Time BEE Transaction and change
to the board of directors
1time holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1999/017536/06)
JSE code: 1TM ISIN: ZAE000102026
("1time" or "the Company" or "the Group")
FULFILMENT OF CONDITIONS PRECEDENT TO 1TIME BEE TRANSACTION AND CHANGE TO THE
BOARD OF DIRECTORS
Highlights
- 1time concludes strategic deal with aviation focused BEE partners; and
- Positions itself for exciting growth opportunities.
Glenn Orsmond, 1time`s Group Chief Executive Officer, has expressed his
delight at the conclusion of 1time`s BEE transaction:
"We look forward to partnering with the BEE Consortium as their solid track
record, entrepreneurial spirit and aviation expertise provide a perfect fit
with the 1time culture. We are also pleased that Sipho Twala, a founding
shareholder and Chairman of 1time, is also part of the BEE Consortium. The
funding will give impetus to our growth plans for the airline by introducing
new routes into Africa and the Lanseria operations, as well as facilitate the
planned growth of the aircraft maintenance business."
1. Fulfilment of conditions precedent and effective date
The board of directors of 1time ("the board") is pleased to advise
shareholders that all the conditions precedent to the strategic transaction,
entered into with 1time`s aviation focused BEE partners, have been fulfilled
and that the transaction has been concluded. Shareholders are referred to the
circular to 1time shareholders dated 2 December 2010 ("circular"), and to the
SENS announcement dated 25 November 2010, wherein they were advised that
agreement had been reached with the BEE Consortium, comprising Mtha Aviation
(Proprietary) Limited ("Mtha Aviation"), SKMT Sunrise Investment Group
(Proprietary) Limited ("Sunrise") and Oakleaf Investment Holdings 59
(Proprietary) Limited ("Oakleaf"). Oakleaf has been incorporated as an
investment holding company, whose sole purpose will be to acquire and hold an
equity stake in 1time. Oakleaf has subscribed for 70 million ordinary shares
in the share capital of the Company at a 10% discount to the 30 day volume
weighted average price ("VWAP") to the share price on the effective date,
being the day following fulfilment of the conditions precedent ("the 1time
BEE transaction"). Accordingly, shareholders are advised that, as the last of
the conditions precedent was fulfilled on 1 March 2011, the effective date of
the transaction is 2 March 2011.
2. Finalisation of subscription price
Oakleaf has subscribed for 70 million ordinary shares at a price of 70.16202
cents per share, being a 10% discount to the 30 day VWAP of the 1time share
price on 2 March 2011, resulting in an aggregate subscription price of R49
113 414.
The board has resolved to utilise the equity capital to expand its airline as
well as its aircraft maintenance and charter businesses. Funds will also be
employed to expand and enhance the training facilities for pilots.
The vision and strategy of the board remains to create a diverse aviation
group consisting of the best low cost airline in Southern Africa and a world
class maintenance facility. This transaction, having notably strengthened the
Group`s BEE credentials and shareholding, has significantly strengthened the
Group`s ability to reach this goal.
3. Funding
1time is proud to announce the involvement of the Industrial Development
Corporation of South Africa Limited ("the IDC") as the funder enabling the
BEE Consortium to finance the 1time BEE transaction. The IDC is a self-
financing, state-owned national development finance institution that provides
financing to entrepreneurs and businesses engaged in competitive industries.
4. Financial Assistance
Financial assistance by 1time, in respect of this transaction, is limited to
a guarantee equal to 10% of the subscription price, less a 3% contribution by
the BEE Consortium, resulting in a guarantee in the amount of R3 437 939.
5. Change to the board
In compliance with paragraph 3.59 of the Listings Requirements of JSE
Limited, the board hereby notifies its shareholders that Ms Busiwe Maqungo
and Mr Blacky Komani have been appointed as executive director and non-
executive director of the Company respectively, with effect from 4 March
2011.
Busiwe is the current Managing Director of Mtha Aviation. Her career spans
various sectors, including academic institutions (Universities and Human
Sciences Research Council), the private sector, as well as parastatals. She
has consulted extensively in the public sector and specialises in
organisational development, public and development management, research and
development facilitation. She further also holds postgraduate qualifications
in psychology.
Blacky is the Chairman of Mtha Aviation. He has 20 years experience in the
field of travel and tourism. He worked in the United States for 10 years, and
obtained his Masters Degree in Tourism Administration from George Washington
University. Based in New York, he was the head of the South African Tourism
operation for North and South America for a period of six years, whereafter
he moved to Miami to become the Managing Director of Karell`s African Dream
Vacation. Blacky currently serves on different boards in the travel and
tourism sector such as Ikapa Travel and Tourism, June Design Marketing and
Communications, and is also an Executive Director at American Express Foreign
Exchange, responsible for sales, marketing and human resources. Previously,
he also formed part of the board of directors of Tourvest Holdings, from
which he resigned in 2007.
Regarding the 1time deal, he had the following to say:
"This is a very exciting time for the BEE Consortium, comprising Mtha
Aviation and Sunrise, given the success achieved to date by the dynamic and
highly successful 1time management team. Our participation will focus on the
synergies that already exist between the BEE Consortium and 1time, in order
to leverage maximum value from the anticipated growth in passenger numbers in
Africa. The BEE Consortium offers expertise that will maintain and enhance
1time`s competitive edge, thereby delivering sustainable value for all
stakeholders. We anticipate growth in our market share through an improved
range of offerings to our loyal customers, and have very exciting expansion
plans in place."
The board welcomes Busiwe and Blacky and looks forward to their contribution
to the Company.
Johannesburg
7 March 2011
Sponsor and Corporate Adviser
Merchantec Capital
Auditors and Reporting Accountants
SAB&T Chartered Accountants Incorporated
Legal Advisor
Schindlers Attorneys, Conveyancers & Notaries
Date: 07/03/2011 15:09:01 Produced by the JSE SENS Department.
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