| Wed 25 Apr 2012, 13:05 | | RBA - RBA Holdings Limited - Issues of shares for cash |
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RBA
RBA
RBA - RBA Holdings Limited - Issues of shares for cash
RBA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/009701/06)
JSE Share code: RBA ISIN: ZAE000104154
("RBA" or "the company")
ISSUES OF SHARES FOR CASH
1 INTRODUCTION
Shareholders are advised that RBA has raised R14 535 000 in capital by
three general issues totaling 80 000 000 ordinary shares for cash at
between 12 cents and 19 cents per ordinary share from 17 February 2012 to
24 April 2012.
2 GENERAL ISSUES FOR CASH
2.1 Particulars of general issues
At the annual general meeting of the company held on 30 June 2011, the
requisite majority of shareholders approved an ordinary resolution
authorising the directors to issue shares for cash in accordance with the
Listings Requirements of JSE Limited ("the Listings Requirements").
As the issues of the new shares represent a 23.53% increase in the issued
ordinary share capital of the company, this disclosure is made in terms of
section 11.22 of the Listings Requirements:
* 7 000 000 ordinary shares in the company were issued to public
shareholders on 17 February 2012 at an issue price of 12.0 cents per
ordinary share which represented a 5.3% discount to the 30 day volume
weighted average price ("VWAP") for the period ended 24 January 2012,
being the date the issue price was agreed upon by the directors.
* 7 000 000 ordinary shares in the company were issued to public
shareholders on 2 April 2012 at an issue price of 16.5 cents per
ordinary share which represented a 9.04% discount to the 30 day VWAP
for the period ended 9 March 2012, being the date the issue price was
agreed upon by the directors.
* 66 000 000 ordinary shares in the company were issued to public
shareholders on 23 April 2012 at an issue price of 19.0 cents per
ordinary share which represented a 9.35% discount to the 30 day VWAP
for the period ended 5 April 2012, being the date the issue price was
agreed upon by the directors.
2.2 Financial effects of the general issues of shares
The table below sets out the unaudited pro forma financial effects of the
general issues of shares for cash on the earnings, headline earnings, net
asset value and tangible net asset value per RBA share:
Before After Change (%)
(cents) (1) (cents) (3)
(5)
Earnings per share (cents) 1.18 0.94 (20.53)
Headline earnings per share 2.16 1.73 (20.08)
(cents) (2)
Net asset value per share 15.36 25.34 64.99
(cents) (4)
Tangible net asset value 13.12 23.56 79.59
per share (cents) (4)
Weighted average number of 340 000 420 000
shares in issue (`000)
Total shares in issue 340 000 420 000
(`000)
Notes:
1 The "before" column is extracted from the audited results of RBA for
the year ended 31 December 2011.
2 The earnings, diluted earnings, headline earnings and diluted headline
earnings per share were calculated as if the issues took place on 1
January 2011.
3 The figures in the "after" column assume that the 80 000 000 shares
were issued and the cash was received on 31 December 2011
4 The net asset value and net tangible asset value per share were
calculated as if the issues took place on 31 December 2011.
5 The "after" column net asset value and net tangible asset value per
share have been adjusted to include the estimated costs which have
been charged to the income statement in an amount of R90 000 .
The pro forma financial effects above are the responsibility of the
company`s directors and have been prepared for the purposes of illustrating
how the general issues for cash would have affected the relevant financial
results and position of RBA for the historical financial period indicated
and on a pro forma basis. Accordingly, such effects do not necessarily
represent a true reflection of the financial effects of the general issues
on RBA`s current and future earnings.
3 SPECIFIC ISSUE FOR CASH
3.1 Particulars of specific issue
As part of the company`s recapitalisation, RBA has agreed to issue
additional shares in terms of a specific issue of shares for cash at 21
cents per share to directors of RBA and RBA subsidiaries and an advisor of
RBA ("related parties") subject to shareholder approval at the annual
general meeting to be held on 28 June 2012. The issue price of 21 cents per
share is equal to the 30 day VWAP for the period ended 5 April 2012, being
the date the issue price was agreed upon by the directors.
The related parties mentioned in the table below will convert part of their
loan accounts with the company, to share capital at 21 cents per share
except for AJ Rothman, an advisor to the company, who will take up shares
for cash and will receive shares in lieu of services rendered after
shareholder approval has been obtained.
Name Number of shares Rand
to be taken up
D Wentzel 1 190 476 249 999.96
B Stegmann 2 380 952 499 999.92
F le Roux 2 380 952 499 999.92
J Mortimer 1 238 095 259 999.95
N Prinsloo 404 762 85 000.02
AJ Rothman 2 380 952 499 999.92
Total 9 976 189 2 094 999.69
A circular to shareholders will be issued in due course.
3.2 Financial effects of the specific issue of shares
The table below sets out the unaudited pro forma financial effects of the
specific issue of shares for cash on the earnings, headline earnings, net
asset value and tangible net asset value per RBA share:
Before After Change (%)
(cents) (1) (cents) (3)
(5)
Earnings per share (cents) 1.18 1.11 (6.05)
Headline earnings per share 2.16 2.05 (4.86)
(cents) (2)
Net asset value per share 15.36 28.03 82.51
(cents) (4)
Tangible net asset value per 13.12 25.61 95.18
share (cents) (4)
Weighted average number of 340 000 349 976
shares in issue (`000)
Total shares in issue (`000) 340 000 349 976
Notes:
1 The "before" column is extracted from the audited results of RBA for
the year ended 31 December 2011.
2 The earnings, diluted earnings, headline earnings and diluted headline
earnings per share were calculated as if the issue took place on 1
January 2011.
3 The figures in the "after" column assume that the 9 976 189 shares
were issued and the cash was received on 31 December 2011
4 The net asset value and net tangible asset value per share were
calculated as if the issue took place on 31 December 2011.
5 The "after" column net asset value and net tangible asset value per
share have been adjusted to include the estimated costs which have
been charged to the income statement in an amount of R201 355 .
The pro forma financial effects above are the responsibility of the
company`s directors and have been prepared for the purposes of illustrating
how the specific issue for cash would have affected the relevant financial
results and position of RBA for the historical financial period indicated
and on a pro forma basis. Accordingly, such effects do not necessarily
represent a true reflection of the financial effects of the specific issue
on RBA`s current and future earnings.
4 RATIONALE FOR CAPITAL RAISING
Funds raised from the general and specific issues for cash will be used to
pay outstanding creditors and the conversion of related parties loan
accounts will assist in improving the statement of financial position of
the company.
25 April 2012
Johannesburg
Designated Advisor
Exchange Sponsors
Date: 25/04/2012 13:05:01 Produced by the JSE SENS Department.
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