| Mon 11 Mar 2002, 0:00 | | Profurn Limited - Consolidation And Restructuring |
|
And Terms Of Proposed Rights Offer
Profurn Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/015363/06)
Share code: PON
ISIN: ZAE000016481
("Profurn")
CONSOLIDATION AND RESTRUCTURING OF SHARE CAPITAL
AND TERMS OF PROPOSED RIGHTS OFFER
Introduction
It was announced on 11 February 2002 that Profurn would raise approximately
R600 million by way of a rights offer of ordinary shares and that FNB
Corporate, a division of FirstRand Bank Limited, would, subject to the
necessary regulatory approvals, fully underwrite the rights offer ("the
rights offer").
Shareholders are advised that prior to the rights offer, Profurn will
consolidate and restructure its share capital and that the terms of the
rights offer have been finalised, details of which are set out below.
The consolidation and restructuring of share capital
Subject to the passing and registration of the necessary resolutions at the
general meeting referred to below, Profurn will:
- in order to give the company a more meaningful share price denomination
prior to the rights offer, consolidate every twenty existing shares into one
consolidated share ("the consolidation") on the basis that fractions of
consolidated shares will not be issued and any fraction of less than 0,5
will be rounded down and any fraction of 0,5 and greater will be rounded up
to the nearest whole number of a consolidated share;
- prior to the consolidation, convert its ordinary shares of no par value
into shares with a par value of 108,6 cents and thereafter reduce the par
value to 0,01 cent each by transferring the balance to share premium account
("the reduction");
- after the consolidation and the reduction, increase its authorised share
capital in order to be able to undertake the rights offer.
Theoretically, the consolidation will increase Profurn's market price,
earnings and net asset value per share by a factor of 20. As the reduction
does not entail the payment of any amount to shareholders, it will have no
effect on the earnings and net asset value per share.
Terms of rights offer
Profurn will raise R600 million, before expenses, by way of a renounceable
rights offer of consolidated shares ("rights offer shares"), at the lower of
200 cents per consolidated share or 10% below the 30 day volume weighted
average price per consolidated share on the finalisation date, being 10
trading days prior to the record date for the rights offer. A subscription
price of 200 cents per consolidated share will result in the ratio of
entitlement of 521 rights offer shares for every 100 consolidated shares
held.
Upon their issue, the rights offer shares will rank pari passu with the
existing issued consolidated shares of Profurn.
rights offer have been finalised, details of which are set out below.
The consolidation and restructuring of share capital
Subject to the passing and registration of the necessary resolutions at the
general meeting referred to below, Profurn will:
- in order to give the company a more meaningful share price denomination
prior to the rights offer, consolidate every twenty existing shares into one
consolidated share ("the consolidation") on the basis that fractions of
consolidated shares will not be issued and any fraction of less than 0,5
will be rounded down and any fraction of 0,5 and greater will be rounded up
to the nearest whole number of a consolidated share;
- prior to the consolidation, convert its ordinary shares of no par value
into shares with a par value of 108,6 cents and thereafter reduce the par
value to 0,01 cent each by transferring the balance to share premium account
("the reduction");
- after the consolidation and the reduction, increase its authorised share
capital in order to be able to undertake the rights offer.
Theoretically, the consolidation will increase Profurn's market price,
earnings and net asset value per share by a factor of 20. As the reduction
does not entail the payment of any amount to shareholders, it will have no
effect on the earnings and net asset value per share.
Terms of rights offer
Profurn will raise R600 million, before expenses, by way of a renounceable
rights offer of consolidated shares ("rights offer shares"), at the lower of
200 cents per consolidated share or 10% below the 30 day volume weighted
average price per consolidated share on the finalisation date, being 10
trading days prior to the record date for the rights offer. A subscription
price of 200 cents per consolidated share will result in the ratio of
entitlement of 521 rights offer shares for every 100 consolidated shares
held.
Upon their issue, the rights offer shares will rank pari passu with the
existing issued consolidated shares of Profurn.
Application will be made to the JSE Securities Exchange South Africa
("JSE"), the Botswana Stock Exchange and the Namibian Stock Exchange on
which Profurn's shares are listed ("the exchanges") for the listing of the
renounceable (nil paid) letters of allocation ("letters of allocation") and
the rights offer shares to be issued pursuant to the rights offer.
The rights offer is conditional upon, inter alia, the passing, and where
applicable, registration of the resolutions necessary to consolidate and
restructure its share capital, the registration by the Registrar of
Companies of all documents required for the rights offer ("the approvals")
and approval by the Competition Tribunal should the rights offer result in a
change of control of Profurn.
Salient dates
The salient dates set out below are subject to the approvals.
2002
General meeting to approve the consolidation and Wednesday,
restructure of share capital 3 April
Results of general meeting announced in the Friday,
press on 5 April
Last day to trade on the JSE for purposes of
determining shareholders of Profurn entitled to Friday,
participate in the consolidation on 12 April
Trading in consolidated shares commences on Monday,
15 April
Record date for purposes of determining the
shareholders of Profurn entitled to participate Friday,
in the consolidation on 19 April
Application will be made to the JSE Securities Exchange South Africa
("JSE"), the Botswana Stock Exchange and the Namibian Stock Exchange on
which Profurn's shares are listed ("the exchanges") for the listing of the
renounceable (nil paid) letters of allocation ("letters of allocation") and
the rights offer shares to be issued pursuant to the rights offer.
The rights offer is conditional upon, inter alia, the passing, and where
applicable, registration of the resolutions necessary to consolidate and
restructure its share capital, the registration by the Registrar of
Companies of all documents required for the rights offer ("the approvals")
and approval by the Competition Tribunal should the rights offer result in a
change of control of Profurn.
Salient dates
The salient dates set out below are subject to the approvals.
2002
General meeting to approve the consolidation and Wednesday,
restructure of share capital 3 April
Results of general meeting announced in the Friday,
press on 5 April
Last day to trade on the JSE for purposes of
determining shareholders of Profurn entitled to Friday,
participate in the consolidation on 12 April
Trading in consolidated shares commences on Monday,
15 April
Record date for purposes of determining the
shareholders of Profurn entitled to participate Friday,
in the consolidation on 19 April
In respect of certificated shareholders, if Monday, 22
existing share certificates are surrendered April
together with forms of surrender on or before
the close of business on Friday, 19 April 2002,
new share certificates will be posted at the
risk of shareholders (or failing such surrender
within 5 business days of surrender) on
In respect of dematerialised shareholders, Monday,
Central Securities Depository Participant 22 April
("CSDP") or broker safe custody accounts updated
for the consolidation and statements issued to
holders on
Note:
No dematerialisation or rematerialisation of the company's shares may take
place on STRATE between Monday, 8 April 2002 and Friday, 19 April 2002, both
days inclusive.
Shareholders of Profurn recorded on the share register in South Africa are
reminded that the JSE recently introduced the STRATE share settlement system
for all share transactions and other JSE-related share actions concluded on
the JSE. STRATE, which, inter alia, involves the dematerialisation of share
certificates and/or other documents of title in favour of electronic record,
has already been implemented by Profurn.
Circulars and notice of general meeting
A circular, incorporating a notice convening a general meeting of
shareholders to be held on Wednesday, 3 April 2002 to pass the resolutions
necessary for the consolidation and restructuring of share capital, will be
posted to shareholders today together with a copy of the preliminary profit
announcement for the year ended 31 December 2001 published simultaneously
herewith.
A circular providing further details relating to the rights offer and
incorporating listing particulars and a renounceable (nil paid) letter of
allocation will, subject to the necessary regulatory approvals, be posted to
shareholders on or about Monday, 29 April 2002.
Johannesburg
12 March 2002
Corporate adviser to Sponsor Attorneys
Profurn
PSG INVESTMENT BANK GRANT THORNTON - KESSEL FLUXMAN RABINOWITZ
In respect of certificated shareholders, if Monday, 22
existing share certificates are surrendered April
together with forms of surrender on or before
the close of business on Friday, 19 April 2002,
new share certificates will be posted at the
risk of shareholders (or failing such surrender
within 5 business days of surrender) on
In respect of dematerialised shareholders, Monday,
Central Securities Depository Participant 22 April
("CSDP") or broker safe custody accounts updated
for the consolidation and statements issued to
holders on
Note:
No dematerialisation or rematerialisation of the company's shares may take
place on STRATE between Monday, 8 April 2002 and Friday, 19 April 2002, both
days inclusive.
Shareholders of Profurn recorded on the share register in South Africa are
reminded that the JSE recently introduced the STRATE share settlement system
for all share transactions and other JSE-related share actions concluded on
the JSE. STRATE, which, inter alia, involves the dematerialisation of share
certificates and/or other documents of title in favour of electronic record,
has already been implemented by Profurn.
Circulars and notice of general meeting
A circular, incorporating a notice convening a general meeting of
shareholders to be held on Wednesday, 3 April 2002 to pass the resolutions
necessary for the consolidation and restructuring of share capital, will be
posted to shareholders today together with a copy of the preliminary profit
announcement for the year ended 31 December 2001 published simultaneously
herewith.
A circular providing further details relating to the rights offer and
incorporating listing particulars and a renounceable (nil paid) letter of
allocation will, subject to the necessary regulatory approvals, be posted to
shareholders on or about Monday, 29 April 2002.
Johannesburg
12 March 2002
Corporate adviser to Sponsor Attorneys
Profurn
PSG INVESTMENT BANK GRANT THORNTON - KESSEL FLUXMAN RABINOWITZ
FEINSTEIN - RAPHAELY WEINER
Underwriter CORPORATE SPONSORS (PTY)
FNB CORPORATE LTD
A division of (Registration number
FirstRand Bank Ltd 2000/003541/07)
Adviser to the
underwriter
RAND MERCHANT BANK
CORPORATE FINANCE
A division of
FirstRand Bank Ltd
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