| Fri 6 May 2011, 11:10 | | BEG/BEGP2 - Beige Holdings Limited - Abridged pre-listing statement |
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BEG BEGN
BEG
BEG/BEGP2 - Beige Holdings Limited - Abridged pre-listing statement
Beige Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No: 1997/006871/06)
Share Code: BEG ISIN: ZAE000034161
Share Code: BEGP2 ISIN: ZAE000154787
("Beige" or "the company")
ABRIDGED PRE-LISTING STATEMENT
Abridged pre-listing statement relating to the proposed listing of up to 25
000 000 variable rate, cumulative, non-participating, convertible,
redeemable preference shares ("preference shares") on the Alternative
Exchange of the JSE Limited ("the JSE") with effect from the commencement of
business on Monday, 16 May 2011.
This abridged pre-listing statement is not an invitation to the public to
subscribe for preference shares in Beige, but is issued in compliance with
the Listings Requirements of the JSE for the purpose of providing
information to the public with regard to Beige.
1. INTRODUCTION
Shareholders are referred to the announcements dated 9 November 2010, 1
April 2011 and 4 April 2011 detailing the announcement by Beige of its
intention to raise R25 million by way of a partially underwritten
renounceable rights offer of 25 000 000 preference shares.
The preference shares, which have a par value of R0.01, have been
offered to existing shareholders for subscription by way of a rights
offer in the ratio of 1.53203 new preference shares for every 100 Beige
ordinary shares held at the close of business on Friday, 15 April 2011,
at an issue price of R1.00 per share.
Letters of allocation in respect of the preference shares were listed
on the JSE on Monday, 11 April 2011 under share code BEGN and ISIN:
ZAE000154795 and may be traded on the JSE until close of business on
Friday, 6 May 2011.
25 000 000 preference shares will be listed and commence trading on the
JSE at 09:00 on Monday, 9 May 2011 under the share code: BEGP2 and
ISIN: ZAE000154787 and the rights offer will close at 12:00 on Friday,
13 May 2011.
The preference shares subscribed for in terms of the rights offer will,
for the time being, be the only preference shares in issue.
Shareholders will be advised of the final number of preference shares
subscribed for in an announcement to be published on SENS on Monday, 16
May 2011. The salient features of the preference shares are set out in
paragraph 6 below.
2. OVERVIEW OF THE BUSINESS OF BEIGE
Operational overview:
Beige operates though a number of subsidiaries and divisions, but
within four separate, but clearly focused areas, being:
(i) the contract manufacturing of branded personal care products
including cosmetics and cosmetic application products (cosmetic
brushes and applicators, facial sponges, cotton wool and buff
puffs), bath products (soaps, fizzing bath balls, bath soaks,
bubble baths, bath brulees and bath salts and crystals),
depilatory products, body scrubs and lotions and bath accessories
(sponges, massage bars and loofahs). These operations are mainly
conducted out of the company`s Johannesburg operations;
(ii) the contract manufacturing of branded home care products including
dishwashing liquids, home disinfectants, home surface cleaning
products and washing powders. These products are mainly
manufactured out of the company`s Durban operations.
(iii) the manufacturing of injection moulded, injection stretch
blow moulded and blow moulded rigid bottle containers for the
beverage, personal care and allied industries. The company
utilises the containers it manufactures in its own operations,
which enables it to provide both the product and the packaging to
its contract manufacturing client, but also supplies plastic
bottles and closures into this sector in HDPE, PVC and PET,
primarily to markets in Gauteng and Kwa-Zulu Natal. The packaging
operations are conducted out of the company`s Johannesburg-based
Kliprivier facility; and
(iv) the contract manufacturing of branded nutra-ceutical and
complimentary health care products. These products are
manufactured out of the company`s MCC-approved manufacturing
facility in Cape Town.
Diversification of Products and Markets:
The diversification of Beige`s product base from contract manufacturing
to the manufacture and supply of packaging has provided the Group with
improved economies of scope and supply-chain co-ordination and a higher
degree of control over the entire value chain. It enables the Company
to provide a complete manufacturing and packaging solution for its
customers through its ability to provide customers with a fully
integrated service, from the design, printing and manufacture of the
packaging to the manufacture and insertion of the filling and the
distribution of the completed product.
Empowerment:
During 2006, the Company concluded an empowerment transaction with
Thebe Investment Corporation (Pty) Ltd ("Thebe") in terms of which
Thebe acquired a 25% interest in Beige. This empowerment transaction
both embraces and complies with the spirit of the Black Economic
Empowerment Act, on a basis which is commercially sustainable for Beige
and represented a major milestone for the transformation of the
contract manufacturing industry. The partnering of Beige with Thebe
has enhanced the group`s strategy to become one of the leading contract
manufacturing and packaging companies for the home and personal care
industry and pro-actively addresses the broader requirements for
empowerment and transformation within the South African economy.
Beige is currently rated as a Level 3 B-BBEE contributor.
3. PROSPECTS
Beige is currently finalising its results for the year ended 31 March
2011. These results are expected to be released on SENS on or about 28
June 2011.
The Group continues to make additional investments in infrastructure
and capacity and both the Durban and Gauteng operations have been
expanded in expectation of the future growth in demand for the goods
and services it provides. These initiatives all form part of a
strategic decision by the Group to grow market share in a controlled
fashion. The long term benefits of this growth strategy include the
optimisation of available production capacity, improvements in
efficiency and the achievement of greater benefits resulting from
consolidated procurement.
4. DIRECTORS
The names, ages and business addresses of the directors are set out
below:
NON-EXECUTIVE BUSINESS ADDRESS BUSINESS FUNCTION
DIRECTORS
Monwabisi Fandeso Thebe House, 166 Non-executive Chairman of
(52) Jan Smuts Avenue, Beige
Rosebank, 2194
Mathys du Preez 86A Marian Street, Non-executive director,
(63) Lynwood Glen, 0081 Chairman of the Audit
Committee and member of the
Risk Committee
Lionel Karp (65) 25 Rudd Road, Independent non-executive
Illovo, director, Chairman of the
Johannesburg Remuneration Committee and
member of the Audit
Committee
Lindiwe Gadd (40) Thebe House, 166 Non-executive director and
Jan Smuts Avenue, member of the Risk Committee
Rosebank, 2194
Ronald Weissenberg 214 Barry Hertzog Independent Non-executive
(45) Avenue, Greenside, director, Chairman of the
2006 Risk Committee and member of
the Audit and Remuneration
Committees
EXECUTIVE BUSINESS ADDRESS BUSINESS FUNCTION
DIRECTORS
Mark Di Nicola 5 Brine Road, Chief Executive Officer
(41) Chloorkop Extension
1, 1624
Michael Easter 5 Brine Road, Financial Director
(45) Chloorkop Extension
1, 1624
5. SALIENT FEATURES OF THE PREFERENCE SHARES
The following definitions apply to the preference shares:
- Issue Date: means the date of issue of the preference shares
as determined by the directors, being 16 May 2011
- Conversion Date: means a date not less than 3 years and one
day after the Issue Date
- Final Conversion Date: means seven days after the Conversion
Date
- Redemption Date: means seven days after the Final Conversion
Date
- Redemption Price: means R1.00 plus all cumulative preference
dividends not yet declared and cumulative preference
dividends declared but not yet paid
- The preference shares are variable rate, cumulative, non-
participating, convertible, redeemable, preference shares
- The preference shares have a par value of R0.01 and will be issued
at R1.00 per preference share
- The preference shares shall confer on the holder thereof the right
to receive, out of the profits of the company, an annual
preferential cash dividend calculated at prime plus 2% per annum
on the issue price of the preference shares
- In the event that the company has insufficient profits or reserves
to pay the declared preference dividend, it will be obliged to pay
interest on the arrear dividends calculated at prime plus 8%
- The right to dividends will lapse on the third anniversary of the
Issue Date
- The preference shares shall, at the election of the Holder, be
convertible on the Final Conversion Date into ordinary shares of
the company in the ratio of 20 new ordinary shares for every one
preference share held
- Preference shares not converted will be automatically redeemed
seven days after the Final Conversion Date
- Preference shares may be converted into ordinary shares at the
election of the preference shareholder on a date to be determined,
which date will not be less than three years and one day after the
date of issue of the preference shares
- The full terms of the preference shares are set out in the rights
offer circular referred to below.
6. RIGHTS OFFER CIRCULAR
A circular setting out the detailed terms of the rights offer and the
preference shares and enclosing, where applicable, a form of
instruction, was posted to shareholders on Monday, 18 April 2011. An
electronic copy of the Rights Offer circular may be downloaded from the
Beige website (www.beige-holdings.co.za), whilst hard copies may be
obtained during normal business hours from Monday, 18 April 2011 until
Friday, 16 May 2011, at the following addresses:
BEIGE ARCAY MOELA SPONSORS
5 Brine Road Arcay House II
Chloorkop Number 3 Anerley Road
Extension 1 Parktown
1624 2193
Johannesburg
6 May 2011
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Date: 06/05/2011 11:10:01 Produced by the JSE SENS Department.
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