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VIS 201605050023A
Update announcement - Specific Issue of shares for cash
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
UPDATE ANNOUNCEMENT: SPECIFIC ISSUE OF SHARES FOR CASH TO RELATED PARTIES
(“Specific Issue”)
Introduction
Shareholders are referred to the announcement published on 1 March 2016 and are
advised that the participants and respective amounts of the Specific Issue have changed.
The Company has now finalised agreements with certain directors and a former director
(“related parties”) in terms of which the Company will issue up to 4 952 878 shares for cash
in settlement of certain of its obligations to such related parties (“the Capitalisation
Shares”). The Capitalisation Shares, which represent approximately 2.22% of the
Company’s current issued share capital.
In terms of final signed the agreements, the names of the parties who have elected to
accept the Capitalisation Shares and the Rand value of the liability and number of shares
to be issued to such parties are detailed below:
Rand value of % of total issued
liability as at share capital % of total share
29 February Number of shares pre-Specific capital post
Name 2016 to be issued Issue Specific Issue
PE Grobbelaar R58 519 390 125 0.18% 0.17%
G Noble R39 873 265 820 0.12% 0.12%
CK 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%
CT Vorster R112 500 750 000 0.35% 0.33%
RR Richards R118 125 787 500 0.37% 0.35%
G Lundy R112 500 750 000 0.35% 0.33%
R Kadalie R50 000 333 333 0.15% 0.15%
TOTAL R742 932 4 952 878 2.22% 2.17%
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 and an
ordinary resolution 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 R742 932 and increase
Stated Capital by the same amount, net of any circular and issue costs.
Documentation and salient dates
A circular to shareholders incorporating the terms of the Capitalisation Issue, and a notice
of general meeting has been submitted for JSE approval and will be circulated to
shareholders in due course.
Johannesburg
5 May 2016
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
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