| Tue 5 Jul 2011, 17:15 | | IVT - Invicta Holdings Limited - Announcement regarding granting and acceptance |
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IVT
IVT
IVT - Invicta Holdings Limited - Announcement regarding granting and acceptance
of loans by Invicta directors and specific issue of shares thereof
INVICTA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1966/002182/06
Share code: IVT
ISIN code: ZAE000029773
("Invicta" or "the Company" or "the Group")
ANNOUNCEMENT REGARDING GRANTING AND ACCEPTANCE OF LOANS BY INVICTA DIRECTORS AND
SPECIFIC ISSUE OF SHARES THEREOF
1. INTRODUCTION
Shareholders are referred to a terms announcement released on
SENS on 23 June 2011 and in the press on 24 June 2011, where
they were advised that Invicta and Humulani Marketing (Pty)
Limited ("Humulani Marketing") have established a long-term
loan scheme for Invicta executive directors ("executives"), in
terms of which Humulani Marketing will make the loans
("loans") to the executives to acquire shares in Invicta
within 90 days of the loan being approved, through a specific
issue of Invicta shares for cash using treasury shares or the
participant acquiring Invicta shares on the open market.
2. GRANT AND ACCEPTANCE OF LOANS
Shareholders are advised that Humulani Marketing and the
executives have entered into loan agreements respectively on
30 June 2011 in terms of which Humulani Marketing has granted
Mr A Goldstone R38 000 000, Mr C Barnard R11 500 000,
Mr CE Walters R25 800 000 and Mr AM Sinclair R8 600 000. The
total value of the loans being R83 900 000, which represents
2,64% of the market capitalisation of Invicta as at close of
business on 29 June 2011. The loans taken up by the executives
were Mr A Goldstone R38 000 000, Mr C Barnard R9 000 000,
Mr CE Walters R15 000 000 and Mr AM Sinclair R8 600 000, total
value being R70 600 000.
3. SPECIFIC ISSUE OF SHARES FOR CASH, USING TREASURY SHARES AND
LOANS
Shareholders are also further advised that the executives have
been issued with 1 659 614 Invicta shares (Mr A Goldstone
893 277 shares, Mr C Barnard 211 565 shares, Mr CE Walters
352 609 shares and Mr AM Sinclair 202 163 shares), held as
treasury shares, on 30 June 2011 at R42,54, which is equal to
the volume weighted average price per share for the 30 trading
days up to 29 June 2011, being the day prior to the signature
date of the agreements ("the specific issue").
3.1 Pro forma financial effects of the specific issue and
loans
The table below sets out the unaudited pro forma
financial effects of the specific issue and loans. These
pro forma financial effects are the responsibility of the
Company`s directors and are presented for illustrative
purposes only to provide information regarding how the
transaction may have impacted on Invicta`s financial
position had the specific issue and loans been
implemented on 31 March 2011 and impacted on Invicta`s
financial results had the specific issue and loans been
implemented on 1 April 2010.
The unaudited pro forma financial effects are based on
the audited financial information of Invicta for the
twelve months ended 31 March 2011 as announced on SENS on
1 June 2011 and has been prepared in accordance with the
accounting policies of Invicta at that date. Due to the
nature of the pro forma financial information, it may not
fairly present the Group`s financial position or
financial results after the specific issue and loans.
Unaudited Pro Forma Financial Effects
Before the After the
specific specific
issue issue %
and loans and loans change
Earnings per
share (cents) 504 496 (2)
Headline earnings
per share (cents) 496 488 (2)
Diluted headline
earnings per
share (cents) 473 466 (1)
Net asset value
per share (cents) 2 303 2 347 2
Tangible net asset
value per
share (cents) 1 785 1 841 3
Number of shares in
issue net of treasury
shares (`000) 69 954 71 614 2
Weighted average
shares in
issue (`000) 70 211 71 866 2
Notes and assumptions:
a. The "Before the specific issue and loans" column has
been extracted from the published audited financial
statements of Invicta for the year ended 31 March 2011
as released on SENS on 1 June 2011;
b. For the purpose of calculating earnings per share,
headline earnings per share and diluted headline
earnings per share in the "After the specific issue
and loans" column, it was assumed that the specific
issue and loans were implemented on 1 April 2010;
c. For the purpose of calculating net asset value per
share and net tangible asset value per share in the
"After the specific issue and loans" column, it was
assumed that the specific issue and loans were
implemented on 31 March 2011;
d. For purposes of calculating the impact on the
financial position and financial results, the number
of treasury shares issued is based on the volume
weighted average share price of R42,54 for the
previous 30 days as at 30 June 2011, being the date
the pro forma financial effects have been calculated
at and being the day the agreements were signed and a
total loan value of R70,6 million and issue of
1 659 614 treasury shares;
e. Interest on the loans to directors are based on the
Income Tax official rate of interest for low interest
loans to employees, currently 6,5%;
f. Estimated once off transaction costs amount to R1,1
million; and
g. The value of the put has been estimated to be Rnil at
the start of the specific issue.
The granting of the loans and the specific issue are subject
to approval by Invicta shareholders in general meeting,
details of which will be set out in a circular to be posted to
shareholders in due course. A fairness opinion by an
independent expert on the loans and the specific issue will be
included in the circular to shareholders, as the executives
are related parties in terms of JSE Listings Requirements.
Cape Town
5 July 2011
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Date: 05/07/2011 17:15:01 Produced by the JSE SENS Department.
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