| Mon 3 Oct 2011, 7:05 | | PBT - PBT Group Limited - Acquisition by PBT of the entire issued share capital |
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PBT
PBT
PBT - PBT Group Limited - Acquisition by PBT of the entire issued share capital
Of Prescient Holdings Limited, Prescient Capital Limited, Stadia Fund Management
Limited and 75% of Greenfield Institute of Business Limited, resulting in a
reverse takeover, and the renewal of 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 PBT OF THE ENTIRE ISSUED SHARE CAPITAL OF PRESCIENT HOLDINGS
(PROPRIETARY) LIMITED, PRESCIENT CAPITAL (PROPRIETARY) LIMITED, STADIA FUND
MANAGEMENT LIMITED AND 75% OF GREENFIELD INSTITUTE OF BUSINESS (PROPRIETARY)
LIMITED ("PRESCIENT"), RESULTING IN A REVERSE TAKEOVER, AND THE RENEWAL OF
CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
PBT has entered into a heads of agreement to acquire the entire issued
share capital of Prescient ("the agreement") PBT will acquire Prescient for
a total purchase consideration of R 1 590 689 068 to be settled through an
issue of additional PBT shares at R1.35 each to the respective Prescient
shareholders ("the transaction").
2 NATURE OF THE PRESCIENT BUSINESS
Prescient was launched in 1998 as an investment management firm with the
stock broking business following in 1999. Prescient`s objective is to
build a global financial services group.
Management and staff are the majority shareholders in Prescient Holdings
(76.8%) with external black economic empowerment shareholders owning the
remaining 23.2%. The total BEE shareholding is 29%. All subsidiaries are
managed by entrepreneurial teams with equity ownership in Prescient. The
subsidiaries include Prescient Investment Management, Prescient Securities,
Prescient Management Company, Prescient Life, Prescient Administration
Services, and Prescient Wealth Management.
Prescient Investment Management has been named the Overall Investment
Manager of the Year at the Imbasa Yegolide Awards for 2011. At the end of
August 2011 Prescient Investment Management had R86.8 billion of assets
under management, with Prescient Administration Services administering an
additional R6.2 billion.
Prescient has a Dublin registered fund management company, Stadia Fund
Management Limited, and a representative office in Shanghai, China. More
information on Prescient is available at www.prescient.co.za .
3 RATIONALE FOR THE TRANSACTION
The Transaction will provide PBT shareholders with the prospects of:
* expanding its earnings potential by investing in a leading asset
manager;
* potential to achieve greater liquidity on the JSE;
* enhanced ability to raise capital for the enlarged group;
* enhanced public profile and awareness of the Prescient product
offerings; and
* enhancing of value to PBT shareholders through the reverse-takeover.
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 Competition Commission, the JSE
Limited ("JSE"), the Financial Services Board, the Takeover Regulation
Panel and the Exchange Control division of the South African Reserve
Bank;
* obtaining the necessary shareholder approvals and board resolutions by
PBT;
* irrevocable undertaking being received from all Prescient shareholders
that they will sell their respective shareholdings to PBT on the terms
per the agreement. Furthermore an undertaking from the Prescient BEE
shareholders, that they will undertake to ensure that they do not sell
shares that would result in the listed entities empowerment
credentials falling below the minimum requirements of the applicable
sector charters;
* consent, as required, in respect of banking facilities presently in
place to PBT and to the Prescient Companies;
* completion of a legal, financial and statutory due diligence process
by PBT on the Prescient companies and by the Prescient companies on
PBT; and
* no material adverse change having occurred between the signature date
and the date of fulfilment of the other conditions.
5 IRREVOCABLE UNDERTAKINGS
Shareholders representing 80.58% of the votes exercisable at a PBT
shareholders meeting have irrevocably undertaken to vote in favour of all
the resolutions necessary to the implementation of the transaction.
6 EFFECTIVE DATE
The effective date will be the date of implementation of the transaction.
7 FINANCIAL EFFECTS OF THE TRANSACTION AND RENEWAL OF THE CAUTIONARY
ANNOUNCEMENT
In compliance with paragraph 9.15 of the JSE Limited Listings 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 continue exercising caution when dealing in the
shares in the Company until such a time that the financial effects are
released.
8 ARTICLES OF ASSOCIATION
PBT undertakes to amend the Memorandum of Incorporation of Prescient, as
required by Schedule 10 of the JSE Listing Requirements.
9 TRANSACTION CLASSIFICATION
The transaction is classified as a reverse take-over in terms of the
Listing Requirements of the JSE ("the Listings 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 INDEPENDENT OPINION
In terms of the Listing Requirements, the transaction is classified as a
related party transaction due to a common director serving on the boards of
both PBT and Prescient. The PBT board of directors has appointed Bridge
Capital Advisors (Pty) Limited, an independent expert to provide the
company with a fairness opinion on the Transaction. The appointment of the
independent expert has been approved by the JSE.
11 CIRCULAR TO SHAREHOLDERS
A circular relating to the transaction incorporating revised listing
particulars and a notice of general meeting and form of proxy will be
posted to shareholders in due course.
Cape Town
30 September 2011
Sponsor and Independent Expert: Bridge Capital Advisors (Pty) Limited
Attorneys to PBT: Cliffe Dekker Hofmeyr Inc
Date: 03/10/2011 07:05:55 Produced by the JSE SENS Department.
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