| Thu 10 May 2012, 15:56 | | SFH - SA French Limited - Issue of shares for cash |
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SFH
SFH
SFH - SA French Limited - Issue of shares for cash
SA FRENCH LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1982/009174/06)
Share code: SFH ISIN: ZAE000108890
("SA French" or the "Company" or the "Group")
ISSUE OF SHARES FOR CASH
1. Introduction
1.1 Shareholders are advised that, in terms of a general authority to
issue ordinary shares for cash granted to the directors at the annual
general meeting held on 5 January 2012, SA French has issued a total
of 44 403 296 ordinary shares for cash, representing 7.84% of the
issued ordinary share capital of SA French, at an issue price of 10
cents each (the "Issue Price") to a public shareholder as defined in
the Listings Requirements of the JSE Limited (the "Listings
Requirements"). The proceeds of this issue will be applied for
working capital purposes and to settle certain historic liabilities.
1.2 In addition, SA French has issued in terms of section 5.51(g) of the
Listings Requirements a total of 1 012 395 shares, representing 0.18%
of the issued ordinary share capital of SA French, to AfrAsia
Corporate Finance (Proprietary) Limited in lieu of corporate advisory
fees at the Issue Price.
1.3 The issues of shares detailed in paragraph 1.1 and 1.2 above is
collectively hereinafter referred to as the "Cash Issue".
1.4 The Issue Price is equal to the 30-day volume weighted average price
per SA French share, namely 10 cents, as at 23 April 2012, being the
date the board of directors of SA French approved the Cash Issue.
1.5 While SA French continues to build on its trading recovery, the
amounts due in respect of historic liabilities were burdensome on the
business from a cash flow perspective. In addition, the institutions
in respect of these historic liabilities have not been supportive of
SA French through the cycle and would not be considered as long term
partners for the business. While carefully considering the
dilutionary impacts on existing shareholders, the directors therefore
deemed it to be in the best interests of the business to issue shares
under the general authority granted by shareholders and to replace
these short term liabilities with long-term equity capital.
2. Pro forma financial effects of the Cash Issue
The unaudited pro forma financial effects of the Cash Issue, for which
the directors are responsible, are provided for illustrative purposes
only to show the effect thereof on basic profit and headline loss per
share as if the Cash Issue had taken effect on 1 July 2011 and on net
asset value and net tangible asset value per share as if the Cash
Issue had taken effect on 31 December 2011. Due to their nature, the
pro forma financial effects may not give a fair presentation of the
Group`s financial position and performance. The unaudited pro forma
financial effects have been compiled from the unaudited condensed
consolidated interim results for the six months ended 31 December 2011
and are presented in a manner consistent with the format and
accounting policies adopted by SA French and have been adjusted as
described in the notes below:
Note Unaudited Unaudited % Change
Before the After the
Cash Issue Cash Issue
Basic profit per 2 0.04 0.04 (7.42)%
share
Headline loss 2 (0.16) (0.15) 7.42%
per share
Net asset value 3 9.06 9.22 0.77%
per share
Net tangible 3 9.06 9.22 0.77%
asset value per
share
Weighted average 566 375 689 611 791 380 8.02%
number of shares
in issue
Shares in issue 566 375 689 611 791 380 8.02%
at end of period
Notes:
1. The "Unaudited Before the Cash Issue" column information has been
extracted from SA French`s unaudited condensed consolidated
interim results for the six months ended 31 December 2011.
2. The once-off effects relating to basic profit and headline loss
per share are based on the following assumptions and information:
2.1 the Cash Issue was effective 1 July 2011;
2.2 R4 541 569 was received in terms of the 45 415 691 shares
issued;
2.3 no adjustments have been made to reflect any benefit (income
or interest earned/saved) to be derived from the proceeds of
the Cash Issue, in terms of the "Guide on Pro Forma
Financial Information" issued by the South African Institute
of Chartered Accountants dated September 2005; and
2.4 the expenses relating to the Cash Issue are insignificant
and will be capitalised.
3. The effects relating to the Statement of Financial Position are
based on the following assumptions and information:
3.1 the Cash Issue was effective 31 December 2011; and
3.2 the actual number of shares in issue will increase by 45 415
691 as a result of the Cash Issue.
Johannesburg
10 May 2012
Corporate Advisor: AfrAsia Corporate Finance (Proprietary) Limited
Designated Adviser: PSG Capital Proprietary Limited
Date: 10/05/2012 15:56:16 Produced by the JSE SENS Department.
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