| Fri 11 Jan 2002, 0:00 | | Zeltis - Proposed Claw-back Rights Offer And Notic |
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ZELTIS HOLDINGS LIMITED
(Registration No:1946/0021141/06)
("Zeltis")
JSE CODE: ZLT - ISIN CODE: ZAE000015939
The Janus Corporation (Pty) Ltd is authorised to announce that, subject to
the required approval of the JSE Securities Exchange and the Registrar of
Companies, the board of directors of Zeltis has resolved to raise R5 742 000
by way of a claw-back rights offer of Zeltis shares.
The purpose of the claw-back rights offer is to:
recapitalise Zeltis by converting or reducing the borrowings of Zeltis,
thereby ensuring the continued existence and viability of Zeltis;
increase the capital base which in turn will increase the size of the
company which will meet the expanding needs and future growth of Zeltis;
to enable shareholders or their renouncees to apply for excess applications
up to a maximum of 50 000 000 new ordinary shares at an issue price of 3
cents per share.
enable shareholders or their renouncees to apply for their pro rata shares
at an issue price of 3 cents per share.
The last day to register for the claw-back rights offer will be the close of
business on Friday, 1 February 2002
Terms of the proposed claw-back offer
Amount to be raised R 5 742 000
Number of shares to be issued 191 400 000
Issue price per share 3 cents
The ratio of the claw-back offer will be 128 shares for every 100 shares
held.
Financial effects of the proposed claw-back rights offer
Had the claw-back rights offer been effective from the beginning of the
twelve month period ended 30 June 2001 and based on the assumption that the
proceeds of the claw-back rights offer would have replaced interest bearing
debt at an average interest rate of 14% per annum, the financial effects on
Zeltis' earnings per share for the twelve months ended 30 June 2001, and the
net asset value per share and tangible net asset value per share as at 30
June 2001 would have been as follows:
Before After Change
the the (%)
claw- claw-
back back
rights rights
offer offer
Fully diluted headline earnings
per share (cents) (5,5) (1,9) 65,4
Fully diluted earnings per share
(cents) (16,4) (6,0) 63,4
Fully diluted tangible net asset
value per share (cents) (3,2) 0,9 128,1
Fully diluted net asset value
per share (cents) 4,7 3,9 (17,0)
Fully diluted interest bearing
debt/equity (%) 274 89 n/a
The effect on earnings per share has been calculated assuming that the net
funds realised from the claw-back offer had been invested at a rate of
return of 14% per annum.
Notice of last day to register
Zeltis ordinary shareholders are reminded that the last day to register for
the proposed claw-back offer is the close of business on Friday, 1 February
2002.
Documentation
The claw-back rights offer circular, together with the letters of
allocation, are in the course of preparation and will, subject to the
Listings Requirements of the JSE, be posted to shareholders of Zeltis
entitled thereto on 4 February 2002.
Conditions precedent
The claw-back offer is conditional, inter alia, upon:
the registration by the Registrar of Companies of the claw-back offer
documentation; and
the granting by the JSE of listings for:
(i) the letters of allocation pertaining to the shares; and
(ii) the shares to be issued pursuant to the proposed claw-back offer.
A further announcement, giving the terms of the claw-back offer, will be
published on Friday, 18 January 2002.
FURTHER CAUTIONARY
Shareholders are referred to the cautionary announcement published on 10
October 2001 and are advised to continue to exercise caution when dealing in
their shares on the JSE until a further announcement is made.
Johannesburg
Date: 11 January 2002
Sponsor
The Janus Corporation (Pty) Ltd
