| Mon 20 Sep 2010, 7:05 | | WLO/WLP1/WLN/WLOP - Wooltru Limited - Acquisition of PBT group by Wooltru |
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WLO WLN WLP1 WLOP
WLO
WLO/WLP1/WLN/WLOP - Wooltru Limited - Acquisition of PBT group by Wooltru
resulting in a reverse take-over
Wooltru Limited
(Incorporated in the Republic of South Africa)
(Registration number 1936/008278/06)
Share code: WLO ISIN: ZAE000007993
Share code: WLP1 ISIN: ZAE000008017
Share code: WLN ISIN: ZAE000008744
Share code: WLOP ISIN: ZAE000008009
("Wooltru")
ACQUISITION OF PBT GROUP BY WOOLTRU RESULTING IN A REVERSE TAKE-OVER,
REORGANISATION OF WOOLTRU`S ORDINARY SHARE CAPITAL, PROPOSED CHANGE OF NAME FROM
`WOOLTRU LIMITED` TO `PBT GROUP LIMITED`, CHANGE OF YEAR-END AND THE PROPOSED
REDEMPTION OF THE 6% AND THE 6.75% PREFERENCE SHARES
This abridged announcement is not an invitation to the general public to
subscribe for or purchase shares in Wooltru but is issued in compliance with the
Listings Requirements of the JSE ("Listings Requirements") for the purpose of
providing relevant information to Wooltru shareholders regarding the
acquisition, reorganisation of Wooltru`s share capital, change of name, change
of year-end, adoption of new articles of association and the proposed conversion
of the 6% and 6.75% non-redeemable cumulative preference shares to 6% and 6.75%
redeemable cumulative preference shares to be redeemed on Monday, 15 November
2010. The information in this abridged announcement has been extracted from a
circular posted to Wooltru shareholders on Monday, 20 September 2010 ("the
detailed circular").
1. INTRODUCTION
Wooltru was incorporated under the name Wooltru Holdings Limited in July 1936
when it was listed on the JSE. It traded as a retailer and later became a retail
conglomerate which unbundled in 2002 - Truworths International Limited, Massmart
Holdings Limited and Woolworths Holdings Limited were unbundled and listed as
separate entities. Since unbundling, the Company`s main business has been that
of an investment holding company.
2. THE ACQUISITION
On 9 June 2010, Wooltru entered into an agreement to acquire 100% of PBT Group
(SA) (Pty) Limited, 100% of Stricklands Tetra Cape (Pty) Limited and 51% of PBT
Insurance Technologies (Pty) Limited (collectively "the PBT Group" or "the
Group") for an acquisition consideration of R232,170,000 by way of an issue of
5,146,199,700 Wooltru ordinary shares at 4.51 cents per share ("the
acquisition") to be issued pursuant to a bonus issue of 10 ordinary shares for
every 100 ordinary shares held at close of business on Friday, 12 November 2010
("bonus issue"), the conversion of "N" ordinary shares of R0.0005 each to
ordinary shares of R0.05 each on the basis of 1 ordinary share for every 1 "N"
ordinary share held at close of business on Friday, 19 November 2010 ("the
conversion"), the reduction of par value of each of the authorised and issued
ordinary shares from R0.05 per ordinary share to R0.00005 per ordinary share
("reduction of par value"), the increase in authorised share capital from
2,000,000,000 ordinary shares of R0.00005 each to 9,000,000,000 ordinary shares
of R0.00005 each ("increase in authorised share capital") and the consolidation
of the ordinary share capital in the ratio of 1 ordinary share for every 20
ordinary shares held at close of business on Friday, 3 December 2010 ("the
consolidation") (collectively, "the restructuring").
3. RATIONALE OF THE ACQUISITION
The acquisition is expected to provide Wooltru shareholders with improved
prospects which will result in the following benefits:
- participation in an IT company with long-term sustainable growth prospects;
- the potential to achieve greater share liquidity on the JSE;
- the enhancement of value to Wooltru shareholders through the proposed reverse
takeover; and
- a long-term future for the enlarged group.
4. PROPOSED NATURE OF BUSINESS
Subject to approval by Wooltru shareholders, the Company`s business will change
from that of an investment holding company to a provider of business
intelligence and information management services to large national and
international clients in South Africa, Africa, Middle East and Australia, as
well as specialised healthcare management solutions. The PBT Group has
geographical presence in Cape Town, Johannesburg and Melbourne with highly
respectable clients in a variety of industries that include telecommunications,
banking, insurance, medical healthcare and retail. The Group has a staff
complement of more than 250 highly skilled and professional consultants, having
worked in more than 25 countries around the world. PBT Group has established
strategic alliances with recognised local and international vendors.
5. THE RESTRUCTURING
In order to facilitate the acquisition of the PBT Group, Wooltru is required to
simplify its current capital structure. This includes the creation of a single
class of ordinary shares which shares shall rank pari passu. In order to achieve
this objective, the directors propose to implement a bonus issue, conversion,
reduction of par value, increase in authorised share capital and consolidation.
5.1 Bonus issue
The directors propose a bonus issue of 10 new ordinary shares for every 100
ordinary shares held at close of business on Friday, 12 November 2010. The
purpose of the bonus issue is to compensate ordinary shareholders for the
dilution of their voting rights arising from the proposed conversion as detailed
in paragraph 5.2 below. The salient dates and times pertaining to the bonus
issue, are set out below:
2010
Circular and notice of general meeting posted to
shareholders on Monday, 20 September
Last day for lodging forms of proxy at 12:00 on Monday, 11 October
General meeting held at 12:00 on Wednesday, 13 October
Results of the general meeting released on SENS on Wednesday, 13 October
Results of the general meeting published in the press on Thursday, 14 October
Registration of special resolutions at CIPRO by no later
than close of business on Thursday, 28 October
Finalisation announcement published on SENS on Friday, 29 October
Finalisation announcement published in the press on Monday, 1 November
Last day to trade in order to receive new ordinary
shares in terms of the bonus issue Friday, 5 November
Listing of and trading in new ordinary shares in terms
of the bonus issue Monday, 8 November
Record Date Friday, 12 November
CSDP and broker accounts credited with the bonus
shares to be issued to ordinary dematerialised
shareholders Monday, 15 November
Notes:
1. Shares may not be dematerialised or rematerialised between Monday, 8 November
2010 and Friday, 12 November 2010.
2. The above dates and times are subject to change. Any changes will be released
on SENS and published in the press.
3. Posting of all new share certificates to certificated shareholders will be
made after the completion of the bonus issue, conversion, consolidation and name
change.
5.2 Conversion of "N" ordinary shares to ordinary shares
Following the bonus issue, all "N" ordinary shares of R0.0005 each will be
converted into one class of ordinary shares of R0.05 each in the ratio of 1
ordinary share for every 1 "N" ordinary share held.
The salient dates and times pertaining to the conversion, are set out below:
2010
Finalisation announcement published on SENS on Friday, 29 October
Finalisation announcement published in the press on Monday, 1 November
Last day to trade in "N" ordinary shares prior to the
conversion Friday, 12 November
Listing of new ordinary shares in terms of the conversion Monday, 15 November
Record date Friday, 19 November
New shares issued and CSDP and broker accounts credited
reflecting the conversion Monday, 22 November
Notes:
1. Shares may not be dematerialised or rematerialised between Monday, 15
November 2010 and Friday, 19 November 2010.
2. The above dates and times are subject to change. Any changes will be released
on SENS and published in the press.
3. Posting of all new share certificates will be made after the completion of
the bonus issue, conversion, consolidation and name change.
5.3 Reduction of par value
Subject to approval of the acquisition, bonus issue and conversion, a special
resolution to reduce the par value of the Company`s authorised and issued shares
from R0.05 per ordinary share to R0.00005 per ordinary share will be tabled for
shareholder approval on the general meeting to be held in the Main Meeting Room,
30 Hudson Street, Cape Town at 12:00 on Wednesday, 13 October 2010 ("the general
meeting"). Following the reduction of par value, the Company will have an
authorised share capital of R100,000 comprising 2,000,000,000 ordinary shares of
R0.00005 each.
5.4 Increase in authorised share capital
Subject to approval of the acquisition, bonus issue, conversion and reduction of
par value, a special resolution to increase the Company`s authorised ordinary
share capital from 2,000,000,000 ordinary shares of R0.00005 each to
9,000,000,000 ordinary shares of R0.00005 each will be tabled for shareholder
approval in the general meeting. The purpose of the increase in authorised
ordinary share capital is to facilitate the settlement of the acquisition
consideration to the vendors of PBT Group.
5.5 Consolidation
The directors propose to consolidate the Company`s ordinary share capital from
ordinary shares of R0.00005 each to ordinary shares of R0.001 each, on the basis
of 1-for-20 ordinary shares held on Friday, 3 December 2010. Fractions arising
will be rounded up or down to the nearest whole number in accordance with the
rounding principle whereby fractions of 0.5 and above will be rounded up and
fractions below 0.5 will be rounded down. Following the implementation of the
consolidation, the Company`s authorised and issued share capital will comprise
450,000,000 ordinary shares of R0.001 each and 281,826,818 ordinary shares of
R0.001 each, respectively.
The salient dates and times pertaining to the proposed consolidation and change
of name detailed in paragraph 6 below, are as follows:
2010
Finalisation announcement released on SENS on Friday, 29 October
Finalisation announcement in the press on Monday, 1 November
Last day to trade shares under the present share capital
and under the current name in order to be recorded as a
shareholder by the record date on Friday, 26 November
Trading in shares under the new consolidated share capital
and new name (see note 5) commences on Monday, 29 November
Record date for determining those shareholders whose
shares will be subject to the consolidation and name
change on Friday, 3 December
Forms of surrender for new certificates to be received by
the transfer secretaries by 12:00 in order for new
certificates reflecting the consolidation and name
change to be posted on Friday, 3 December
Dematerialised shareholders will have their accounts at
their CSDP or broker updated on Monday, 6 December
Notes:
1. The abovementioned dates and times are South African dates and times and are
subject to amendment. Any such amendment will be announced on SENS.
2. Should they wish to attend, or vote at the general meeting, dematerialised
shareholders are required to advise their CSDP or broker in accordance with the
agreements with their CSDP or their broker.
3. Shares in the pre-consolidated form may not be dematerialised after Friday,
26 November 2010.
4. Shares in the consolidated form may be dematerialised or rematerialised as
from Monday, 6 December 2010.
5. The consolidated shares will trade under the new name of PBT Group Limited,
abbreviated name PBT, JSE share code: PBT and ISIN: ZAE000149712.
6. Posting of all new share certificates will be made after the completion of
the bonus issue, conversion, consolidation and name change.
6. NAME CHANGE
Subject to the approval of the acquisition and the restructuring, the directors
propose to change the name of the Company from "Wooltru Limited" to "PBT Group
Limited". The rationale for the change of name is to more appropriately reflect
the profile and future strategy of the Company. The board is of the opinion that
the implementation of the change of name will be to the long-term benefit of
Wooltru shareholders. Following the change of name, the Company`s abbreviated
name will be changed from `WLN` to `PBT`. The JSE code and ISIN will also be
changed to PBT and ZAE000149712 respectively.
The salient dates pertaining to the change of name are set out in paragraph 5.5
above.
7. CHANGE IN COMPANY YEAR-END
In line with the proposed acquisition, the board resolved to change the
Company`s year-end from 30 June to 31 August.
8. ADOPTION OF NEW ARTICLES OF ASSOCIATION
The Company proposes to replace its articles of association with an entirely new
set of articles to ensure compliance with the Listings Requirements, latest
amendments to the Companies Act, resolutions tabled and modern business
practice. It was deemed preferable to adopt an entirely new set of articles, as
opposed to amending the existing articles of association which date back to
1936. Accordingly, a special resolution will be tabled for approval by
shareholders at the Company`s general meeting.
9. THE PROPOSED REDEMPTION OF THE 6% AND 6.75% PREFERENCE SHARES
The directors propose to convert the 6% and 6.75% non redeemable cumulative
preference shares to 6% and 6.75% redeemable cumulative preference shares and to
redeem the 6% and 6.75% redeemable preference shares on Monday, 15 November 2010
(including pro rata dividends to be calculated for the period between the last
dividend declaration date and the date of redemption). This proposal seeks to
simplify the Company`s capital structure as is necessary to give effect to the
acquisition. In compliance with the Listings Requirements and in terms of the
Company`s articles of association, the special resolutions pertaining to the
conversion and redemption of the 6% and 6.75% preference shares will be tabled
for approval at the 6% and 6.75% preference shareholders` separate general
meetings to be held in the Main Meeting Room, 30 Hudson Street, Cape Town at
11:00 and 11:30 respectively on Wednesday, 13 October 2010. The last date for
lodging forms of proxy for the 6% and 6.75% preference shareholders will be
Monday, 11 October 2010 at 11:00 and 11:30, respectively.
The salient dates and times pertaining to the proposed redemption of the 6% and
the 6.75% preference shares are set out below:
2010
Circular posted to 6% and 6.75% preference
shareholders on Monday, 20 September
Results of the separate general meetings released on
SENS on Wednesday, 13 October
Results of the separate general meetings published in
the press on Thursday, 14 October
Registration of special resolutions at CIPRO by no
later than close of business on Thursday, 28 October
Finalisation announcement released on SENS on Friday, 29 October
Finalisation announcement published in the press on Monday, 1 November
Last day to trade in 6% and 6.75% preference shares Friday, 5 November
Suspension of 6% and 6.75% preference shares on the
JSE trading system at commencement of trade on Monday, 8 November
Record date on Friday, 12 November
Issue of cheques to certificated shareholders of
6% and the 6.75% preference shares
on or about Monday, 15 November
CSDP and broker accounts credited with the redemption
monies in respect of the dematerialized 6% and 6.75%
preference shares on Monday, 15 November
Termination of listing of 6% and 6.75% preference
shares at commencement of trading on Tuesday, 16 November
Notes:
1. The 6% and 6.75% preference shares may not be dematerialised or
rematerialised after Friday, 5 November 2010.
2. The above dates and times are subject to change. Any changes will be released
on SENS and published in the press.
10. DETAILS OF DIRECTORS
The details of the current Wooltru directors are set out below:
Full name and age Business address Designation
Monty Kaplan (82) # 2nd Floor, The Hudson Independent Non-Executive
30 Hudson Street Chairman
Cape Town, 8001
Allan Groll (55)* 2nd Floor, The Hudson Executive Director
30 Hudson Street
Cape Town, 8001
Johannes C van der Horst 2nd Floor, The Hudson Independent Non-Executive
(66) * # 30 Hudson Street Director
Cape Town, 8001
Adriaan Murray Louw (65) 2nd Floor, The Hudson Financial Director
30 Hudson Street
Cape Town, 8001
# Non-Executive Director
Independent
* To resign immediately after implementation of the acquisition.
Following the implementation of the acquisition, the board will be restructured
in order to reflect the new business focus as well as to ensure that there is an
appropriate blend of experience, skills and expertise. Messrs Johannes C van der
Horst and Allan Groll will resign as directors, Mr. Monty Kaplan will change his
designation to Independent Non executive Director whilst Mr. Adriaan Murray Louw
will retain his current position as Financial Director.
The details pertaining to the proposed PBT Group directors are set out below:
Full name and age Business address Function
Hermanus Christiaan Steyn Prescient House Independent
(49) # Westlake Business Park Non-executive
Otto Close, Westlake Chairman
7945
Pieter Jacobus de Wet (48) Unit 3, Knowledge Park 3 Chief Executive
Century Boulevard Officer
Century City, 7441
Cape Town
Martin Hugo Unit 3, Knowledge Park 3 Chief Operating
Rennhackkamp (49) Century Boulevard Officer
Century City, 7441
Cape Town
Adriaan Murray Louw (65) 2nd Floor, The Hudson Financial Director
30 Hudson Street
Cape Town, 8001
Monty Kaplan (82) # 2nd Floor, The Hudson Independent
30 Hudson Street Non-executive
Cape Town, 8001 Director
Kenneth Norman Wood Unit 3, Knowledge Park 3 Executive Director
(49) Century Boulevard
Century City, 7441
Cape Town
Nitesh Vallabh (40) Unit 3, Knowledge Park 3 Executive Director
Century Boulevard
Century City, 7441
Cape Town
# Non-Executive Director
Independent
All the abovementioned directors are South African citizens. No directors have
unlimited liability.
In terms of the declarations lodged by the directors in accordance with Schedule
21 of the Listings Requirements, none of the following applies to any of the
directors listed above for the 12 months preceding the circular date:
bankruptcies, insolvencies or individual voluntary compromise arrangements`
receiverships, compulsory liquidations, creditors` voluntary liquidations,
administrations, company voluntary liquidations, or any compromise or
arrangement with creditors generally or any class of creditors of any company
where such person is or was a director with an executive function of such
company at the time of any such event; compulsory liquidations, administrations
or partnership voluntary arrangements of any partnerships of which the person is
or was a partner at the time of such event; receiverships of any asset(s) of
such person or of a partnership of which the person is or was a partner at the
time of such event; public criticisms of such person by statutory or regulatory
authorities, including recognised professional bodies; disqualification by a
Court from acting as a director of a company or from acting in the management or
conduct of the affairs of any company; and any offence involving dishonesty.
In accordance with South African laws and the Company`s articles of association,
the appointed directors shall hold office only until the next annual general
meeting after which they will retire and may be re-elected, if eligible. There
is no person, shareholder, provider of capital or entity with any right in
relation to the appointment of any particular director(s).
11. THE GENERAL MEETING
The general meeting of Wooltru shareholders will be held in the Main Meeting
Room, 1st Floor, 30 Hudson Street, Cape Town at 12:00 on Wednesday, 13 October
2010 to consider and if deemed fit, to pass, the ordinary and special
resolutions necessary to approve and implement the acquisition and the
restructruing.
12. COPIES OF THE CIRCULAR
This abridged announcement contains the salient features of the detailed
circular dated Monday, 20 September 2010, which should be read in its entirety
for a full appreciation thereof. Copies of the detailed circular are available
in English only and may be obtained from Monday, 20 September 2010 during normal
business hours, from the registered office of Wooltru, the sponsor, or from the
transfer secretaries.
Cape Town
20 September 2010
Sponsor and independent expert: Bridge Capital Advisors (Pty) Limited
Legal advisor to the PBT Group: Cliffe Dekker Hofmeyr Inc.
Legal advisor to Wooltru: Hilton Gischen Attorney
Reporting Accountant and auditor to PBT Group: LDP Chartered Accountants
Reporting Accountant and auditor to Wooltru: PKF (Cpt) Inc.
Transfer Secretaries: Computershare Investor Services (Pty) Limited
Wooltru Registered Office: 2nd Floor, The Hudson, 30 Hudson Street,
Cape Town 8001. PO Box 671, Cape Town, 8000)
Sponsor: Bridge Capital Advisors (Pty) Limited, 2nd Floor, 27 Fricker Road,
Illovo Boulevard, Illovo, 2196 (PO Box 651010, Benmore, 2010)
Transfer Secretaries: Computershare Investor Services (Pty) Limited,
Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107)
Date: 20/09/2010 07:05:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
