| Thu 6 Sep 2001, 0:00 | | Tradehold: Finalisation Information Relating To Th |
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Tradehold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/009054/06)
Share code: TDH ISIN code: ZAE000026902
("Tradehold" or "the company")
Finalisation information relating to the rights offer by Tradehold to raise
approximately R555 million ("the rights offer")
1. Introduction
It was announced on 24 August 2001 that the directors had resolved to raise
approximately R555 million by way of a rights offer of new Tradehold shares
to Tradehold shareholders based on their holdings at the close of business
on Friday, 21 September 2001.
2. The purpose of the rights offer
The purpose of the rights offer is to redeem the company's South African
debt of approximately R555 million.
3. Salient terms of the rights offer
Number of ordinary shares to be offered 236 362 249
Ratio of entitlement 213 new ordinary shares for
every
100 ordinary shares in
Tradehold
Rights offer price for new ordinary shares 235 cents
Total amount to be raised before expenses R555 million
Number of ordinary shares in issue
after the rights offer 347 330 441
The rounded number of rights to new shares to which shareholders will become
entitled will be determined by the ratio of entitlement.
4. Listing of Tradehold shares and letters of allocation on the JSE
Securities Exchange South Africa ("JSE")
The JSE has granted listings for :
- the 236 362 249 renounceable (nil paid) letters of allocation to be issued
pursuant to the rights offer from the commencement of trading on Monday, 17
September 2001 until the close of business on Friday, 5 October 2001 (code:
TDHN)(ISIN : ZAE000033213); and
- the 236 362 249 new ordinary shares to be issued in terms of the rights
offer from the commencement of trading on Monday, 8 October 2001.
5. Salient dates and times
The salient dates and times for the rights offer are as follows:
2001
Last day to trade for rights offer in order to settle
by the record date and to qualify to participate
in the rights offer (cum entitlement) on Friday, 14 September
Listing of letters of allocation on the JSE
commences at 09:00 on Monday, 17 September
Shares commence trading ex-rights on the JSE
at 09:00 on Monday, 17 September
Record date for rights offer at the close of
business on Friday, 21 September
Rights offer opens at 09:00 on Tuesday, 25 September
Last day for trading in letters of allocation on the JSE
in order to settle by Friday, 12 October 2001 on Friday, 5 October
Listing of new shares on the JSE commences at 09:00 on Monday, 8 October
Rights offer closes at 11:00 on Friday, 12 October
Record date for letters of allocation on Friday, 12 October
Refund cheques, if applicable, in respect of
unsuccessful excess applications, posted on Monday, 15 October
Entitlements in terms of the rights offer available on Monday, 15 October
Results of rights offer announced in the press and on
SENS on or about Tuesday, 16 October
All times referred to are South African times.
6. Financial effects of the rights offer
In terms of the Pepkor Limited restructuring on 6 November 2000, the
Tradehold group, in its current form, was constituted with principal South
African debt of approximately R500 million. This debt bore interest at an
average before and after-tax rate of 11,2%. The interest accrued from 6
November 2000 to 30 June 2001 resulted in the total amount outstanding under
this facility increasing to R540 million as at 30 June 2001.
The pro forma financial effects of the rights offer on Tradehold's
earnings and headline earnings per share for the year ended 30 June 2001,
are based on the assumption that the rights offer took place on 6 November
2000 and that the proceeds of the rights offer were utilised to repay
Tradehold's principal South African debt of R500 million on that date.
The pro forma financial effects of the rights offer on Tradehold's net
asset value per share are based on the assumption that the rights offer
shares were in issue on 30 June 2001.
The table below sets out the pro forma effects of the rights offer on
headline earnings, earnings and net asset value per share.
Audited Pro forma
before the after the %
rights offer rights offer change
Headline earnings per share (cents) 48,6 35,2 (28)
Earnings per ordinary share -
before exceptional items (cents) 44,9 33,6 (25)
Earnings per ordinary share -
after exceptional items (cents) 53,7 37,3 (31)
Net asset value per
ordinary share (cents) 545,8 330,1 (40)
Shares in issue (000's) 110 968 347 330
Weighted average number of shares
in issue (000's) 110 968 264 442
7. Underwriting
The rights offer has been fully underwritten by Titan Global Investments
(Proprietary) Limited and the underwriting agreement became unconditional
and irrevocable on 6 September 2001.
8. Conditions precedent
The conditions precedent pertaining to the rights offer have all been
fulfilled.
9. Documentation
A circular giving full details of the rights offer ("the circular") will be
posted to ordinary shareholders on or after Friday, 21 September 2001. A
letter of allocation will be included with the circular sent to shareholders
who have not dematerialised their Tradehold shares.
Copies of the circular, in English, will be available from Friday, 14
September 2001 during normal business hours (Saturdays, Sundays and public
holidays excepted) from:
- the registered office of the company, 36 Stellenberg Road, Parow
Industria; and
- the company's transfer secretaries, Mercantile Registrars Limited, 8th
Floor, 11 Diagonal Street, Johannesburg.
10. Dematerialisation
Tradehold shares have been dematerialised and electronic settlement through
STRATE has been in operation since 27 August 2001. Tradehold shareholders,
who have dematerialised their Tradehold shares and who are eligible to
receive rights shares, must make the necessary arrangements through their
appointed Central Securities Depository Participants or brokers regarding
their acceptance or otherwise of the rights offer. Shareholders who have not
dematerialised their Tradehold shares are advised that the letters of
allocation issued to them in terms of the rights offer must be
dematerialised prior to any trade therein.
Cape Town
7 September 2001
Sponsor
Barnard Jacobs Mellet
Corporate Finance
Adviser
Javelin Capital Limited
(Registration number 2000/010500/06)
