| Tue 1 Mar 2016, 17:23 | | VISUAL INTERNATIONAL HOLDINGS LIMITED - Specific Issue of Shares for Cash to Related Parties |
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VIS 201603010098A
Specific Issue of Shares for Cash to Related Parties
VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
(“the Company” or “Visual”)
ISIN Code: ZAE000187407 Share code: VIS
SPECIFIC ISSUE OF SHARES FOR CASH TO RELATED PARTIES
Introduction
Shareholders are advised that the Company has entered into agreements with certain
directors, the company secretary and the designated advisor (“related parties”) in terms
of which the Company will, subject to certain conditions precedent, including shareholder
approval, issue up to 12 036 212 shares for cash in settlement of certain of its obligations to
such related parties (“the Capitalisation Shares”). The Capitalisation Shares, which
represent approximately 5.59% of the Company’s current issued share capital, will be
issued at an issue price of R0.15 per share, being a premium to the 30-day weighted
average share price of the Company as at 26 February 2016.
Rationale for the proposed specific issue
The related parties to the Company have supported the Company in order to enable the
Company to prioritise payments to SARS, certain suppliers and funding for working capital
as opposed to allocating cash flow to the related parties.
The liabilities due to the related parties have been accrued in Visual’s books and the
Company has proposed that these liabilities be settled via a specific issue of shares for
cash to those parties who wish to accept same. The related parties have elected to
accept such shares in the Company in elimination of a portion of the amounts owed to
them (the “Capitalisation issue”). The proposed extinguishing of the respective liabilities
are not part of a share incentive scheme and do not render the independent non-
executive directors’ non-independent.
The Capitalisation Issue and resultant extinguishing of the liabilities will strengthen the
financial position of the Company and demonstrates the commitment of the related
parties, including the board, to the turnaround of the Visual group.
Details of the proposed Capitalisation Issue
The names of the parties who have elected to accept the Capitalisation Issue and the
Rand value of the liability and number of shares to be issued to such parties are detailed
below:
% of total issued % of total share
Rand value of share capital pre- capital post
liability as at 29 Number of shares specific issue of specific issue of
Name February 2016 to be issued shares for cash shares for cash
P.E. Grobbelaar R58 519 390 125 0.18% 0.17%
G. Noble R39 873 265 820 0.12% 0.12%
C.K. Robertson R63 915 426 100 0.20% 0.19%
E. Links R112 500 750 000 0.35% 0.33%
P. Ranchod R75 000 500 000 0.23% 0.22%
C.T. Vorster R112 500 750 000 0.35% 0.33%
R. Richards R118 125 787 500 0.37% 0.35%
G. Lundy R112 500 750 000 0.35% 0.33%
R. Kadalie R112 500 750 000 0.35% 0.33%
Arbor Capital R750 000 5 000 000 2.32% 2.20%
Sponsors (Pty) Ltd
Arbor Capital Company R250 000 1 666 667 0.77% 0.73%
Secretarial (Pty) Ltd
TOTAL R1 805 432.00 12 036 212 5.59% 5.29%
The Capitalisation Shares to be issued in terms of the Capitalisation Issue will be Visual
ordinary shares and will, upon issue, rank pari passu with the existing ordinary shares of
Visual.
Conditions precedent to the Capitalisation Issue
The Capitalisation Issue is subject to certain suspensive conditions including:
- to the extent required, the approval by shareholders of special resolutions in
accordance with section 41(1) of the Companies Act, Act 71 of 2008, as amended
(“the Companies Act”), authorising the allotment and issue of the Capitalisation
Shares to related parties;
- shareholders present and entitled to vote at the general meeting convened to
consider the resolutions required to approve the Capitalisation Issue, passing an
ordinary resolution approving the Capitalisation Issue by a 75% majority in
accordance with paragraph 5.51(g) of the JSE Listings Requirements
Financial information of the Capitalisation Issue
The Capitalisation Issue will have no effect on the Statement of Comprehensive Income
other than the effect of the dilution in the issued share capital of the Company. The
effect on the Statement of Financial Position will be to reduce liabilities by R1 805 432 and
increase Stated Capital by the same amount, net of any issue costs.
Documentation and salient dates
A circular to shareholders incorporating the terms of the Capitalisation Issue, and a notice
of general meeting is in the process of being prepared and will be circulated to
shareholders in due course.
A fairness opinion from an independent expert is not required in accordance with the JSE
Listings Requirements as the issue of shares is at a premium to the 30 day VWAP.
Johannesburg
1 March 2016
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
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