| Mon 16 May 2011, 14:38 | | PLD - Paladin Capital Limited - Announcement in respect of the rights offer by |
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PLD
PLD
PLD - Paladin Capital Limited - Announcement in respect of the rights offer by
Curro Holdings Limited
PALADIN CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 2007/032836/06)
JSE share code: PLD
PSG ISIN: ZAE000138970
("Paladin" or "the Company")
ANNOUNCEMENT IN RESPECT OF THE RIGHTS OFFER BY CURRO HOLDINGS LIMITED
1. RIGHTS OFFER
Shareholders are referred to the SENS announcement of 10 March 2011 wherein
shareholders were advised that Curro Holdings Limited ("Curro"), a
subsidiary of Paladin, would proceed with a listing.
Shareholders are hereby advised that, subject to JSE approval, Curro will
list on the AltX, by way of introduction, on or about Thursday, 2 June
2011. Immediately following the listing, Curro will proceed with a
partially underwritten renounceable rights offer ("the rights offer"), the
details of which are set out below.
2. CLASSIFICATION OF THE RIGHTS OFFER
In terms of the Listings Requirements of the JSE Limited ("Listings
Requirements"), the rights offer must be categorised as the rights offer
will be undertaken by a subsidiary of Paladin. Accordingly, the rights
offer is classified as a Category 2 transaction by Paladin for purposes of
the Listings Requirements.
3. DESCRIPTION OF THE BUSINESS CARRIED ON BY CURRO
Curro was incorporated for the purpose of providing affordable, quality
private school education in South Africa.
Curro was established as a small private enterprise in 1998. As a result of
the demand for the affordable private school construct, coupled with the
high standards it offered, it immediately showed exceptional growth and in
2000 it established its first separate and privately owned campus in
Durbanville, Western Cape. It has subsequently increased its operations to
12 schools countrywide which includes 8 schools on owner developed
campuses, 2 schools on already established purchased campuses and another 4
schools which are currently under construction, 2 of which are partially in
operation and another 2 of which will open in 2012. This effectively means
that Curro will own and operate at least 14 schools by 2012.
4. RATIONALE FOR THE RIGHTS OFFER
Curro intends to raise R322.4 million from its shareholders through the
rights offer. The purpose of the rights offer is to provide Curro with
capital to finance the expansion of its network of schools and to provide
Curro with additional funding to take advantage of new opportunities that
the market presents.
5. SALIENT TERMS OF THE RIGHTS OFFER
In terms of the rights offer, 80 607 040 new ordinary shares with a par
value of R0.00001 ("rights offer shares") will be offered to Curro
shareholders recorded in Curro`s share register at the close of business on
Friday, 17 June 2011, at a subscription price of 400 cents (subject to
market conditions) per rights offer share, in the ratio of 1 rights offer
share for every 1 Curro share held. The final subscription price is to be
announced by Curro.
Paladin Capital Financial Services Limited ("Paladin Capital Financial
Services"), a wholly owned subsidiary of Paladin, has provided Curro with
an irrevocable commitment to follow its rights in terms of the rights offer
and to subscribe for all the ordinary shares to which it is entitled,
meaning that its interest in Curro will not be diluted. Paladin Capital
Financial Services is a wholly owned subsidiary of Paladin and currently
holds 75.68% of the issued share capital of Curro.
The balance of the rights offer will be underwritten by PSG Financial
Services Limited. The rights offer is not conditional upon any minimum
subscription being obtained.
6. PRO FORMA FINANCIAL INFORMATION
The pro forma effects of the rights offer on the net assets and net
tangible assets per share of Paladin and on the historical earnings and
headline earnings per share of Paladin are not disclosed here as these are
not significant in terms of the JSE Listings Requirements. For purposes of
this paragraph, the JSE regards a change of 3% as being significant.
7. SALIENT DATES AND TIMES
The salient dates and times relating to the rights offer are set out below.
2011
Curro lists on AltX Thursday, 2 June
Last day to trade in Curro ordinary shares in Thursday,9 June
order to participate in the rights offer (cum
entitlement) on
Curro shares commence trading ex-rights on the Friday, 10 June
JSE at 09:00 on
Listing of and trading in the letters of Friday, 10 June
allocation commences at 09:00 on
Record date for determining the Curro Friday, 17 June
shareholders entitled to participate in the
rights offer at close of business on
Curro posts circular to its shareholders and, Monday, 20 June
where applicable, form of instruction on
Rights offer opens at 09:00 on Monday, 20 June
Dematerialised Curro shareholders will have Monday, 20 June
their accounts at their CSDP or broker
credited with their letters of allocation on
Certificated Curro shareholders will have Monday, 20 June
their letters of allocation credited to an
electronic register at the transfer
secretaries
Last day to trade in letters of allocation on Friday, 1 July
the JSE in order to participate in the rights
offer
Last day for form of instruction to be lodged Friday, 1 July
with the transfer secretaries by holders of
certificated Curro shares wishing to sell all
or part of their entitlement by 12:00 on
Listing of rights offer shares and trading Monday, 4 July
therein on the JSE commences at 09:00 on
Record date for the letters of allocation on Friday, 8 July
Rights offer closes at 12:00 and payment to be Friday, 8 July
made and form of instruction lodged by
certificated shareholders at the transfer
secretaries on
CSDP/broker accounts credited with rights Monday, 11 July
offer shares and debited with any payments due
in respect of the holders of dematerialised
rights offer shares on
Rights offer shares certificates in terms of Monday, 11 July
the rights offer posted to holders of
certificated rights offer shares on or about
Results of rights offer announced on SENS on Monday, 11 July
Notes:
- Changes to the above salient dates and times will be announced on
SENS.
8. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcements dated 10 March
2011 and 29 April 2011, and are advised that caution is no longer required
to be exercised by shareholders when dealing in their securities.
Stellenbosch
16 May 2011
Corporate Adviser
PSG Capital
Designated Adviser
QuestCo Sponsors
Date: 16/05/2011 14:38:01 Produced by the JSE SENS Department.
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