| Wed 3 Apr 2002, 0:00 | | Zeltis Holdings Limited - Results Of The Claw-bac |
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ZELTIS HOLDINGS LIMITED
(Registration No:1905/021141/06)
("Zeltis")
JSE SHARE CODE: ZLT
ISIN CODE : ZAE000015939
The Janus Corporation (Pty) Limited is authorised to announce the following:
Results of the Zeltis claw-back rights offer
In terms of the claw-back rights offer, certain creditors of Zeltis
("subscribers") subscribed for 191 400 000 ordinary shares at 3 cents per
share (equivalent to R5 742 000) by converting their loans and claims to
shares. These shares were in turn offered to shareholders. Applications for
a total of 21 701 877 new shares, being 11,3% of the Zeltis claw-back rights
offer shares offered, have been subscribed for by the shareholders of Zeltis
or their renouncees.
The directors of Zeltis have accordingly reduced the allocation of the
shares taken up by the subscribers by 21 701 877 shares to facilitate the
allotment and issue of new shares to the applicants.
Excess applications
Excess applications for 70 121 912 new Zeltis ordinary shares at an issue
price of 3 cents per share have been received in respect of the 50 000 000
shares offered as excess applications. This represents 140,2% of the shares
offered. The directors of Zeltis have decided to allot and issue 50 000 000
shares (equivalent to R1 500 000) in respect of the excess applications and
to allot and issue the balance of 20 121 912 shares as a general issue of
shares for cash.
As a result of the rights offer, the number of Zeltis shares in issue will
increase from 148 698 692 shares to 390 098 692.
General issue of shares for cash
The directors wish to inform shareholders that 20 121 912 ordinary shares,
being the balance of shares applied for over and above the excess
applications, have been placed with a number of independent public
shareholders at a price of 3 cents per share. The price for the issue is in
excess of the weighted average trading price of 1,85 cents for the period
from 1 February 2002 to 28 March 2002. The issue has been made in terms of
the general authority to issue shares for cash granted to the board by
shareholders at the annual general meeting held on 18 December 2001.
This issue increases the number of shares in issue from 390 098 692 shares
to 410 220 604 shares. The additional capital raised, amounting to R603 657,
provides Zeltis with additional working capital.
Effects of the claw-back rights offer and issue of shares for cash
The claw-back rights offer, the excess applications and the issue of shares
for cash have enabled Zeltis to reduce debt by R5 742 000 and raise
additional capital amounting to R2 103 657. The ratio of interest bearing
debt to equity has consequently improved from 294% at 30 June 2001 to 97% at
31 December 2001 on a pro forma basis.
The financial effects of the rights offer and the issue of shares for cash
on the earnings and net asset value per share of Zeltis based on the
unaudited financial results of Zeltis for the six months ended 31 December
2001 on the assumption that both transactions had been implemented at the
beginning of the financial year (1 July 2001) and that interest of 12,67%
per annum before and after tax was saved from that date, are as follows:
Before Pro Increase/ Pro Increase
forma Decrease) forma (Decrease)
After After
the the
rights issue of
offer shares for
cash
Net asset value per
share (cents) 4,48 3,68 (17,9)% 3,66 (18,4)%
Earnings/(loss) per
share (cents) (0,21) 0,04 118,5% 0,05 122,2%
Headline earnings/(loss)
per share (cents) (0,07) 0,09 226,0% 0,09 232,9%
Number of shares in
issue (`000s) 148 699 390 099 410 211
Consolidation of shares
In the circulars to shareholders dated 24 December 2001 and 4 March 2002,
reference was made to the consolidation of shares. A special resolution to
consolidate the ordinary shares on a one-for-five basis was passed with the
requisite majority at the general meeting held on 29 January 2002. This
special resolution has been lodged for registration with the Registrar of
Companies. The 410 220 604 shares in issue immediately after the closing of
the rights offer and the general issue of shares for cash, will accordingly
be consolidated into 82 044 121 ordinary shares of 5 cents each.
The attention of shareholders is drawn to the timetable below in relation to
the actions that they need to take with regard to the consolidation of their
Zeltis shares:
Share certificates issued (in terms of the claw-back
rights offer) to shareholders that requested share
certificates, safe custody accounts for dematerialised
shareholders credited with their CSDP or broker and Tuesday,
statements issued to dematerialised shareholders, on 2 April
Form of surrender to be mailed to shareholders to be
used by shareholders to surrender their existing Friday,
certificates in exchange for new certificates 5 April
Last day to trade before the consolidation becomes Friday,
applicable 5 April
Effective date for the consolidation on the JSE - Monday,
new shares of 5 cents each will trade from the 8 April
commencement of trade on
Record date for the consolidation on Friday,
12 April
New share certificates (in terms of the consolidation)
issued to shareholders that requested share
certificates, safe custody accounts for dematerialised
shareholders credited with their CSDP or broker and Monday,
statements issued to dematerialised shareholders, on 15 April
Johannesburg
3 April 2002
Corporate adviser and sponsor
The Janus Corporation (Pty) Limited
