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(Incorporated in the Republic of South Africa)
(Registration number 1998/007365/06)
(Share code: NTL ISIN number: ZAE000022638)
("Natural")
Issue of shares for cash, dealing in securities by director and changes to
Board of Directors
1. Introduction
In accordance with the authority to issue shares for cash obtained from
shareholders at the last annual general meeting, the directors of Natural
have issued 20 million shares to Cabot Janus Private Equity 1 Limited
("Cabot Janus") at a price of 25 cents per share ("the issue"). The issue
constitutes 10.04% of the issued share capital of Natural prior to the issue
and represents a premium of 16% to the 30 day weighted average traded price
of Natural shares prior to 31st October 2001, the date on which the price of
the issue was determined.
Cabot Janus will also purchase 9.4 million shares from Natural's share
trust, which are in excess of the needs of the share trust, and 1.5 million
shares on the open market after the issue. Cabot Janus will then hold 15.23%
of the increased issued share capital of Natural.
2. Rationale
It is Natural's intention to expand internationally. Having an international
private equity group as a significant shareholder will facilitate this.
More specifically the cash from the issue will be used by Natural to:
finance the further expansion of its network internationally;
upgrade its manufacturing facilities in South Africa; and
support and build its fragrance and cosmetics brands.
3. Cabot Janus
Cabot Janus makes investments specifically in South African companies, with
a transaction value range between R2 million and R20 million per
transaction. Target companies will typically be medium-sized, embarking on
their next phase of their growth cycle. The objective of Cabot Janus is to
provide investors with above-average long-term capital growth, which it has
achieved since its inception.
4. Financial effects
The table below sets out the financial effects of the issue on the earnings
and net asset value per share had the issue been effective for the twelve
months ended 28 February 2001:
Actual Pro forma
Before After
the issue the issue Change
(Cents) (Cents) %
Earnings per share 8.7 7.9 (9.2)
Headline earnings per share 4.4 4.1 (6.8)
Net asset value per share 3.4 5.3 55.9
The pro forma financial effects after the issue are based on the following
assumptions:
* as regards earnings per share and headline earnings per share, the cash in
respect of the issue was received on 1 March 2000 and earned interest at an
after tax rate of 8.38%; and
* as regards net asset value per share, the cash in respect of the issue was
received on 28 February 2001.
5. Dealing in securities by director
In addition to the issue of shares for cash, Natural advises of the sale of
shares by a director to a third party other than Cabot Janus as follows:
Director : Ian Deetlefs
Nature of transaction : Sale
No. of securities : 11,364,715 ordinary shares
Date of transaction : 1 November 2001
Price : 25 cents per share
Nature of interest : Indirect, non-beneficial
6. Changes to Board of Directors
As a result of the issue and disposal of shares by Ian Deetlefs, Natural
advises the following changes to its Board of Directors with immediate
effect:
Chris Seabrooke has been appointed as non-executive chairman;
Melvyn Antonie and Charles Bothner have been appointed to the Board in a
non-executive capacity; and
Ian Deetlefs has resigned from the Board.
Midrand
1 November 2001
Sponsor
RAND MERCHANT BANK
CORPORATE FINANCE
A Division of FirstRand Bank Limited
Corporate adviser to Cabot Janus
JANUS CORPORATION
Corporate adviser to Natural
Sabvest Financial Services (Pty) Limited
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