| Mon 14 Mar 2011, 10:00 | | RGT - RGT Smart Market Intelligence Limited - Announcement |
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RGT
RGT
RGT - RGT Smart Market Intelligence Limited - Announcement
RGT SMART MARKET INTELLIGENCE LIMITED
Incorporated in the Republic of South Africa)
(Registration number: 2008/014367/06)
Share Code: RGT ISIN: ZAE000143715
("RGT SMART" or "the company")
TERMS OF SUBSCRIPTION FOR SHARES AGREEMENT, FURTHER INFORMATION REGARDING
INTENDED DIRECTORS DEALINGS, CHANGE IN CONTROL AND MANDATORY OFFER TO MINORITIES
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Further to the cautionary announcements on 10 December 2010 and 25 January 2011,
the Company is pleased to advise shareholders that a subscription agreement has
been concluded with H.L. Hall and Sons Investments (Proprietary) Limited
("Halls"), on 01 March 2011, whereby Halls (through one of its subsidiaries)
will acquire a total of 215 512 128 shares in RGT SMART, through the issue of 62
200 000 unissued ordinary shares in RGT SMART as well as a purchase of 37 781
700 treasury shares, and the purchase of 115 530 428 shares from designated
existing shareholders and the Kruger Primary Trust.
Halls is a wholly-owned subsidiary of H.L. Hall and Sons Holdings Limited, a
fourth generation family-owned business based in Mpumalanga. The Halls Holdings
group of companies carries on business mainly in the agriculture, property
development and private investment sectors. Halls owns a portfolio of
investments, mainly involved in the technology and pharmaceutical industries.
TERMS OF THE SUBSCRIPTION AGREEMENT
Halls will subscribe for 62 200 000 shares in RGT SMART at an issue price of 10
cents per share and will purchase 37 781 700 treasury shares at a price of 10
cents per share which amounts to a total value of R9 998 170. Following the
issue of new shares the authorised and issued share capital will be 500 000 000
ordinary shares.
In addition, the agreement provides for the acquisition of existing shares, of
115 530 428 ordinary shares by Halls.
Out of this sale of shares by existing shareholders, 40 273 076 shares will be
acquired from designated existing shareholders who are directors of RGT SMART,
and the irrevocable undertakings to sell these shares were disclosed in an
announcement issued by RGT SMART on 28 February 2011.
In the event that through the issue of shares out of the unissued share capital
of the Company up to the authorised share capital of 500 000 000 ordinary
shares, the sale of treasury shares by the Company and the sale of shares from
existing shareholders is insufficient for Halls to achieve a combined 43%
shareholding in the Company, the Company has agreed to increase the authorised
share capital of the Company and issue further shares to Halls to make up the
shortfall, subject to approval by the Board and the shareholders of the Company.
CONDITIONS PRECEDENT
The following remaining conditions precedent still need to be fulfilled:
- All such regulatory approvals be obtained as may be required to approve and
implement the share subscription and acquisition of the treasury shares,
including, but not limited to the approval of the JSE as well as the SRP;
- Halls to conclude a purchase of 74 807 352 ordinary shares from The Kruger
Primary Trust at a purchase price to be agreed upon.
CHANGE IN CONTROL
Halls, as a consequence of the above mentioned subscription for and acquisition
of shares, will hold 43% in RGT SMART which shareholding will result in a change
in control of RGT SMART. This change in control will constitute an "affected
transaction" for RGT SMART in terms of the Securities Regulation Code on
Takeovers and Mergers and the Rules of the Securities Regulation Panel Code (the
"Code") and, in terms of Rule 8.1 of the Code, Halls is required to make a
mandatory offer to all RGT SMART shareholders.
Strauss Scher Attorneys acting on behalf of H .l Hall and Sons (Proprietary)
Limited has provided a 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.
On fulfillment of the conditions precedent and after payment for the shares by
Halls has been concluded, Halls will be entitled to nominate two directors to
the board of directors of RGT SMART in the capacity of non-executive directors.
PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma financial effects have been prepared to illustrate the
impact of the subscription of shares on the reported financial information of
RGT SMART for the six months ended 31 August 2010, had the subscription of
shares occurred on 1 March 2010 for statement of comprehensive income purposes
and on 31 August 2010 for statement of financial position purposes. The pro
forma financial effects have been prepared using accounting policies that comply
with IFRS and that are consistent with those applied in the audited results of
RGT SMART for the twelve months ended 28 February 2010.
The unaudited pro forma financial effects set out below are the responsibility
of RGT SMART`s directors and have been prepared for illustrative purposes only
and because of their nature may not fairly present the financial position,
changes in equity, results of operations or cashflows of RGT SMART after the
transaction.
Before After Change
Subscriptio (%)
n for
Shares
Earnings per share 0.4633 0.4144 (10.55)
(cents)
Diluted earnings per 0.4633 0.4144 (10.55)
share (cents)
Headline earnings per 0.4553 0.4081 (0.047)
share (cents)
Diluted headline 0.4553 0.3625 (10.37)
earnings per share
(cents)
Net asset value per 6.9241 7.5391 8.883
share (cents)
Tangible net asset 1.2611 3.0085 138.5
value per share (cents)
Weighted average number 390 518 300 490 500 000 25.6
of shares in issue
(`000)
Number of shares in 400 018 300 500 000 000 24.99
issue (`000)
Notes:
1. The "Before" financial information is based on RGT SMART`s unaudited,
published, consolidated interim results for the period ended 31 August
2010.
2. The 62 200 000 unissued shares issued to Halls and 37 781 700 treasury
shares were sold to Halls on 01 March 2010 at a price of 10 cents per share
for statement of comprehensive income purposes and as at 31 August 2010 for
statement of financial position purposes.
3. An interest saving has been assumed as a loan liability will be reduced.
Notional taxation has been calculated at 28%.
DIRECTORS DEALINGS
Since the designated existing shareholders that are party to the sale of shares
to Halls as mentioned above, and are directors of the company, in compliance
with rules 3.63 - 3.74 of the JSE Listings Requirements, the irrevocable
undertaking to sell shares in relation to this agreement has been detailed in a
separate SENS announcement which was published on 28 February 2011.
The directors will sell the shares once the Company is out of a closed period,
following the publication of the results for the year ended 28 February 2011.
DOCUMENTATION AND SALIENT DATES
A circular to shareholders detailing the terms of the change in control and
mandatory offer to minorities at 10 cents per share in terms of Rule 8.1 of the
SRP Code will be drafted and distributed to shareholders in due course.
WITHDRAWAL OF CAUTIONARY
Shareholders are advised that as a result of this announcement the cautionary
announcement regarding dealings in RGT SMART`s securities is now withdrawn.
Johannesburg
11 March 2011
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
(Registration number 2006/033725/07)
Date: 14/03/2011 10:00:01 Produced by the JSE SENS Department.
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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,
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