| Fri 22 Jun 2012, 17:15 | | RGT - RGT Smart Market Intelligence Limited - Terms of a specific repurchase |
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RGT
RGT
RGT - RGT Smart Market Intelligence Limited - Terms of a specific repurchase
from related parties and intended directors dealings
RGT SMART MARKET INTELLIGENCE LIMITED
Incorporated in the Republic of South Africa)
(Registration number: 2008/014367/06)
Share Code: RGT ISIN: ZAE000143715
("RGT SMART" or "the company")
TERMS OF A SPECIFIC REPURCHASE FROM RELATED PARTIES AND INTENDED DIRECTORS
DEALINGS
INTRODUCTION
The board of directors advises shareholders that the Company proposes the
repurchase of a total of 58 678 000 RGT SMART ordinary shares from related
parties ("the proposed specific repurchase"), which repurchase will require
shareholder approval.
The proposed details of the share repurchases are as follows:
* 20 000 000 ordinary shares from The Bruton Primary Trust, which trust is
represented by Dr NS Bruton, an executive director of the Company, at 10
cents per share, representing approximately 4% of the issued share
capital. Dr Bruton will retain 43 751 168 shares in the Company after
the proposed specific repurchase;
* 20 000 000 ordinary shares from The De Vantier Family Trust, which trust
is represented by Mr PB De Vantier, the chief executive officer of the
Company, at 10 cents per share, representing approximately 4% of the
issued share capital. Mr De Vantier will retain 55 026 205 shares in the
Company after the proposed specific repurchase;
* 9 060 000 ordinary shares from Mr CW Reed, the financial director of the
Company, at 10 cents per share, representing approximately 1.8% of the
issued share capital. Mr Reed will retain 2 110 000 shares in the
Company after the proposed specific repurchase; and
* 9 618 000 ordinary shares from The Greenhills Family Trust, represented
by Mr AW Calcutt, a former director of a subsidiary in the prior 12
month period, at 10 cents per share, representing approximately 1.92% of
the issued share capital. Mr Calcutt will retain 9 618 000 shares in the
Company after the proposed specific repurchase.
The proposed specific repurchase constitutes a transaction with related
parties being current and past directors of the Company, in terms of section
10.1(b)(ii) of the Listings Requirements, and accordingly their shares, as
well as any shares of any their associates, are precluded from voting on the
resolutions relating to the proposed specific repurchase, which resolutions
will be tabled to shareholders of RGT SMART at a general meeting convened by
a notice of general meeting which notice will be included in the circular to
shareholders.
In accordance and compliance with section 48(2)(b)(i) of the Companies Act,
repurchased shares of a maximum of 10% of the issued share capital may be
held as treasury shares, 42 567 200 of the repurchased shares will be kept in
treasury. These shares could be used at a later date in the event that the
Company embarks on a suitable acquisition. The remaining 16 110 800
repurchased shares will be cancelled and delisted from the JSE lists.
The repurchase price of 10 cents per ordinary share is at a discount to the
30 day VWAP as at 20 June 2012 being the date on which the proposed specific
repurchase of shares was agreed with the parties. Accordingly a fairness
opinion on the specific repurchase of shares from related parties is not
required in terms of the JSE Listings Requirements.
However, in terms of Sections 46, 48 and 114 (e) of the Act, a specific
repurchase from directors by the Company of more than 5% of its issued shares
requires that the Company confirms it meets the solvency and liquidity test
(i.e. confirm that its assets exceed its liabilities and that the Company`s
debts will be payable 12 months after the specific repurchase) as well as
retain an independent expert to compile a fair and reasonable report on the
specific repurchase. Such an independent expert`s report will be included in
a circular to shareholders.
INTENDED DIRECTORS DEALINGS
Given the above proposed specific repurchase from directors, in accordance
with rules 3.63 - 3.74 of the JSE Listings Requirements, the following
dealings in the securities of the Company, pursuant to approval by the JSE
and Takeover Regulation Panel of the circular as well as approval by
shareholders, is disclosed:
Name of director: Neal Stanley Bruton
Name of company: RGT SMART
Date of transaction: Once shareholder approval obtained
Class of securities: Ordinary shares
Number of securities: 20 000 000
Purchase price: 10 cents per share
Total value of transaction: R2 000 000.00
Nature of transaction: Sale
Nature of interest: Indirect beneficial
Extent of interest: 4%
How traded: Off market by way of a repurchase of
shares
Clearance obtained: Yes
Name of director: Paul Bernard De Vantier
Name of company: RGT SMART
Date of transaction: Once shareholder approval obtained
Class of securities: Ordinary shares
Number of securities: 20 000 000
Purchase price: 10 cents per share
Total value of transaction: R2 000 000.00
Nature of transaction: Sale
Nature of interest: Indirect beneficial
Extent of interest: 4%
How traded: Off market by way of a repurchase of
shares
Clearance obtained: Yes
Name of director: Clifford Walter Reed
Name of company: RGT SMART
Date of transaction: Once shareholder approval obtained
Class of securities: Ordinary shares
Number of securities: 9 060 000
Purchase price: 10 cents per share
Total value of transaction: R906 000.00
Nature of transaction: Sale
Nature of interest: Beneficial
Extent of interest: 1.8%
How traded: Off market by way of a repurchase of
shares
Clearance obtained: Yes
Name of director: Anthony Calcutt (former director)
Name of company: RGT Operations (Proprietary) Limited
Date of transaction: Once shareholder approval obtained
Class of securities: Ordinary shares
Number of securities: 9 618 000
Purchase price: 10 cents per share
Total value of transaction: R961 800.00
Nature of transaction: Sale
Nature of interest: Indirect beneficial
Extent of interest: 1.92%
How traded: Off market
Clearance obtained: Yes
PRO FORMA FINANCIAL INFORMATION
The table below sets out the unaudited pro forma financial effects of the
proposed specific repurchase on RGT SMART`s basic earnings per share, diluted
earnings per share, headline earnings per share, diluted headline earnings
per share, net asset value per share and tangible net asset value per share.
The unaudited pro forma financial effects have been prepared to illustrate
the impact of the proposed specific repurchase on the reported financial
information of RGT SMART for the year ended 29 February 2012, had the
specific repurchase occurred on 1 March 2011 for income statement purposes
and on 29 February 2012 for balance sheet purposes.
The pro forma financial effects have been prepared using accounting policies
that comply with IFRS and that are consistent with those applied in the
audited results of RGT SMART for the twelve months ended 29 February 2012.
The unaudited pro forma financial effects set out below are the
responsibility of RGT SMART`s directors and have been prepared for
illustrative purposes only and because of their nature may not fairly present
financial position, changes in equity, results of operations or cashflows of
RGT SMART after the transaction.
Before After Change
specific (%)
repurchase
Earnings per share 0.8246 0.8166 (0.97)
(cents)
Diluted earnings per 0.8246 0.8166 (0.97)
share (cents)
Headline earnings per 0.8428 0.8372 (0.66)
share (cents)
Diluted headline 0.8428 0.8372 (0.66)
earnings per share
(cents)
Net asset value per 7.9290 7.5435 (4.86)
share (cents)
Tangible net asset value 3.2578 2.2512 (30.90)
per share (cents)
Weighted average number 500 000 441 322 (11.74)
of shares in issue
(`000)
Number of shares in 500 000 441 322 (11.74)
issue (`000)
Notes:
1. The "Before" financial information is based on RGT SMART`s audited
financial results for the year ended 29 February 2012.
2. The "After specific repurchase" assumes for the purposes of earnings per
share, diluted earnings per share, headline earnings per share and
diluted headline earnings per share transaction costs relating to the
transaction amounting to R270 000. These costs will not have a
continuing effect on RGT SMART`s financial results.
3. The "After specific repurchase" assumes for the purposes of net asset
value and net tangible asset value per share the reduction in share
capital and share premium amounting to R5 867 800 due to the repurchase
of 58 678 000 ordinary shares from the above related parties at a
repurchase price of 10 cents per ordinary share.
DOCUMENTATION
A circular to shareholders, including salient dates, an independent expert
report and notice of general meeting, will be drafted and submitted to the
JSE and TRP for approval in due course.
Shareholders will be advised once the above-mentioned approval has been
obtained and the date of posting of the circular.
Johannesburg
22 June 2012
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
(Registration number 2006/033725/07)
Date: 22/06/2012 17:15:00 Produced by the JSE SENS Department.
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