| Tue 22 Nov 2011, 12:03 | | PBT - PBT Group Limited - Acquisition by Prescient |
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PBT
PBT
PBT - PBT Group Limited - Acquisition by Prescient Holdings (Proprietary)
Limited, of AIB Asset Management Holdings Limited and cautionary announcement
PBT Group Limited
(formerly Wooltru Limited)
Incorporated in the Republic of South Africa
Registration number: 1936/008278/06
Share Code: PBT ISIN: ZAE000149712
("PBT" or "the Company")
ACQUISITION BY PRESCIENT HOLDINGS (PROPRIETARY) LIMITED ("PRESCIENT"), OF AIB
ASSET MANAGEMENT HOLDINGS LIMITED ("AIBAMH") AND CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the Announcement dated 3 October 2011 regarding the acquisition
by PBT of the entire issued share capital of Prescient Holdings
(Proprietary) Limited and Prescient Capital (Proprietary) Limited
(collectively "the Prescient Group") ("the acquisition"). Prescient has
entered into an agreement ("the agreement") with Allied Irish Bank PLC
("AIB") to acquire its asset management subsidiary, AIB Asset Management
Holdings (Ireland) Limited with its principal subsidiary being AIB
Investment Managers Limited ("AIBIM") ("the transaction"). Prescient has
agreed to acquire AIBAMH for a maximum purchase consideration equal to
0.18% of assets managed as at 31 December 2011. ("purchase consideration").
This transaction will not result in a change to the terms of the
acquisition, nor to the amount payable in respect of the acquisition, by
PBT of the Prescient Group.
2. NATURE OF THE AIBIM BUSINESS
AIBIM currently manages assets of Euro8.5 billion (as of October 2011) for
a wide variety of clients, including pension, corporate, charity and
private clients both in Ireland and overseas.
AIBIM was established in 1966, and has an unbroken profit record. With
offices in Dublin and New York, it employs over 100 people. AIBIM has
extensive experience managing global equities, bonds and property with a
strong performance record in all three areas.
3. RATIONALE FOR AND BENEFITS OF THE TRANSACTION
For Prescient this is a pivotal step towards building a global business,
using Dublin, where it already had a presence, as its European base. The
nature of the transaction will ensure continuity in the investment
management and client relationship teams in Ireland. Prescient intends to
build a framework to retain, incentivise and attract quality investment
management talent. The investment philosophy and proven investment process
will remain unchanged.
AIBIM will be renamed Prescient Investment Managers (Ireland) Limited and
will remain as the Dublin based investment manager in the Prescient Group.
It will continue to be managed by the existing management team, delivering
its successful and proven investment strategies.
Prescient has managed Irish regulated funds in Dublin since 2007. Prescient
is an approved promoter and investment manager in Ireland. Prescient has
recently established Stadia Fund Management Limited as a management company
in accordance with the provisions of the European Communities (Undertakings
for Collective Investment in Transferable Securities) Regulations, 2003.
4. CONDITIONS PRECEDENT
The Transaction is subject, inter alia, to the following conditions
precedent:
- the granting of all regulatory approvals or clearances as may be
required, including that of the Central Bank of Ireland in accordance
with the relevant regulations.
5. PURCHASE CONSIDERATION
The purchase consideration will be settled by Prescient, inter alia, from
internal cash resources and a term loan being provided by Standard Bank of
South Africa Limited who acted as funder and investment bank to Prescient.
6. EFFECTIVE DATE
The effective date will be the completion date set after all conditions
precedent are met
7. FINANCIAL EFFECTS OF THE TRANSACTION AND CAUTIONARY ANNOUNCEMENT
In compliance with paragraph 9.15 of the JSE Limited Listings Requirements
("the Listing Requirements"), pro forma financial effects must be disclosed
to provide information on the impact of the acquisition on PBT`s reported
financial statements. Shareholders are advised to exercise caution when
dealing in the shares in the Company until such a time that the financial
effects of the transaction are released.
8. ARTICLES OF ASSOCIATION
PBT undertakes to amend the Memorandum of Incorporation of AIBAMH, as
required by Schedule 10 of the Listing Requirements, after the completion
of the acquisition by PBT of the Prescient Group.
9. REVERSE TAKE-OVER
Shareholders are reminded that the acquisition by PBT of the Prescient
Group is classified as a reverse take-over in terms of the Listing
Requirements therefore the JSE will evaluate the continued listing of PBT
as if the company were a new applicant. Shareholders are accordingly
advised as to the uncertainty of whether or not the JSE will allow the
listing to continue following the transaction.
10. CIRCULAR TO SHAREHOLDERS
A circular relating to the acquisition by PBT of the Prescient Group
incorporating revised listing particulars and a notice of general meeting
and form of proxy will be posted to shareholders in due course.
Cape Town
22 November 2011
Sponsor and Independent Expert: Bridge Capital Advisors (Pty) Limited
Attorneys to PBT: Cliffe Dekker Hofmeyr Inc
Date: 22/11/2011 11:50:01 Produced by the JSE SENS Department.
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