| Tue 23 Apr 2002, 0:00 | | Beige - Announcement |
|
BEIGE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/006871/06)
("BEIGE" or "the company")
ISIN Code: ZAE 000013835 Share code: BEG
LAST DAY TO TRADE AND TO BE RECORDED IN THE REGISTER FOR THE RIGHTS OFFER
AND DECLARATION DATA, THE ACQUISITION OF THE BUSINESS AND ASSETS OF GET
FRESH COSMETICS (PROPRIETARY) LIMITED ("GET FRESH COSMETICS"), THE
ACQUISITION OF ZIZMAX INVESTMENTS (PROPRIETARY) LIMITED t/a DUDLEY PRODUCTS
("DUDLEY'S"), THE DISPOSAL OF THE SHARES AND CLAIMS IN BEIGE COSMETICS
(PROPRIETARY) LIMITED ("BEIGE COSMETICS") AND WITHDRAWAL OF THE CAUTIONARY
ANNOUNCEMENT
Last day to trade and to be recorded in the register for the rights offer
and declaration data
The directors of BEIGE have resolved to raise approximately R4,756 million
by way of a rights offer of new BEIGE shares to shareholders recorded in the
register at the close of business on Friday 24 May 2002 ("the record date").
Arcay Group Limited ("Arcay") will underwrite the rights offer.
The salient dates and times for the rights offer are as follows:
2002
Last day to trade for rights offer in
order to settle by the record date and Friday, 17 May
to qualify to participate in the rights
offer (cum entitlement) on
Listing of letters of allocation on the Monday, 20 May
JSE commences
Shares commence trading ex-rights on the Monday, 20 May
JSE
Record date for rights offer at the Friday, 24 May
close of business on
Rights offer opens at 09:00 on Monday, 27 May
Last day for trading in letters of
allocation on the JSE in order to settle Friday, 07 June
by Friday 14 June 2002 on
Rights offer closes at 14:30 and payment
to be made by certificated shareholders Friday, 14 June
on
Record date for letters of allocation on Friday, 14 June
Results of rights offer announced in the Tuesday, 18 June
press and on SENS on or about
Listing of new shares on the JSE Tuesday, 18 June
commences
Entitlements in terms of the rights Tuesday, 18 June
offer available on
Refund cheques, if applicable, in
respect of unsuccessful excess Tuesday, 18 June
applications, posted to certificated
shareholders on
Dematerialised shareholders are required to notify their duly appointed CSDP
or broker of their acceptance of the offer in the manner and time stipulated
in the agreement governing the relationship between the shareholder and
his/her CSDP or broker.
CSDP's effect payment in respect of dematerialised shareholders on a
delivery versus payment method.
A circular giving full details of the rights offer will be posted to
shareholders on or around Monday 27 May 2002. A form of instruction
relating to the letter of allocation will be posted to shareholders who have
not dematerialised their BEIGE shares. However, all letters of allocation
will be issued in dematerialised form in order for certificated shareholders
to enjoy the same rights and opportunities as dematerialised shareholders.
Acquisition of busi
BEIGE has, through a subsidiary company, effectively acquired 51% of the
business and assets of Get Fresh Cosmetics for a total purchase
consideration of R4 335 000. The acquisition will be effected through three
agreements, namely a sale of business agreement with Get Fresh Cosmetics, a
restraint undertaking with Mr Craig van Zeil, the contolling shareholder of
Get Fresh Cosmetics and a shareholder agreement, including a service
agreement with Craig van Zeil. Get Fresh Cosmetics is in the bath and body
care industry and manufactures products for the higher end of the retail and
export markets such as handmade soap scrolls, body scrubs, creams and
aromatherapy bath products. Approximately 60% of sales are to the export
market in Europe.
The total effective purchase consideration of R4 335 000 will be settled
equally in cash of R2 167 500 and the issue of 36 125 000 new shares in
BEIGE at 6,0 cents per share. The shares will be issued to Craig van Zeil
in terms of the restraint undertaking pursuant to the rights offer and a
cash portion amounting to R433 500 will be settled in part through proceeds
of the rights offer. A payment of R867 000 will be made to Get Fresh
Cosmetics on 30 June 2002 in terms of the sale of business agreement and a
second payment of R867 000 will be made to Craig van Zeil on 30 June 2003,
tied to audited profit warranties of R4 000 000 profit before taxation for
the year ending 28 February 2003 based on the shareholder agreement. In the
event that profit warranties fall short or are exceeded, the purchase price
will be adjusted at a price earnings ratio of three times earnings, with a
minimum purchase price of R3 000 000 and a maximum of R8 000 000.
BEIGE has the option to purchase the remaining 49% shareholding held by
former management of Get Fresh Cosmetics after a three year period, or
sooner, as agreed between the parties at a price to be determined by
independent valuation.
The financial effects of the acquisition of Get Fresh on the published
results of BEIGE for the six months ended 31 August 2001, as though the
acquisition had been in effect from 01 March 2001, are reflected below:
Fully diluted Published Pro forma Percentage
information 31 August 31 August change
2001 2001 (%)
Before After
Attributable earnings 0,065 0,480 644
per share (cents)
Headline earnings per 0,065 0,480 644
share (cents)
Net asset value (cents) 0,590 3,840 547
Tangible net asset 0,590 1,170 96
value per share (cents)
Shares in issue at 90 715 126 840 40
period end (`000)
The after column shows the effect of the acquisition on Beige based on the
actual income statement for the six months ended 31 August 2001 after
assuming the provision of notional taxation at 30% on profit before taxation
of R1 552 179, and the balance sheet at that date of Get Fresh Cosmetics
Acquisition of Dudley's
BEIGE has acquired 100% of Dudley's from the vendors of Dudley's for a total
purchase consideration of R2 850 000. Dudley's is in the beauty care
industry and manufactures depilatory wax products for the higher end of the
retail market and beauty salons. The vendors of Dudley's are Mark Di Nicola
and Selwyn Majmin.
The purchase consideration will be settled equally in cash of R1 425 000 and
the issue of 23 750 000 new shares in BEIGE at 6,0 cents per share. The
cash portion will be settled through proceeds of the rights offer and the
shares will be held in trust until the final purchase price has been
determined, tied to audited profit warranties of R763 000 profit before
taxation for the year ending 28 February 2003. In the event that profit
warranties fall short or are exceeded, the purchase price will be adjusted
at a price earnings ratio of four times earnings, capped to a maximum of
R3 500 000 and a minimum of R2 200 000.
The management, branding and new product development of Dudley's will remain
the responsibility of the vendors.
The financial effects of the acquisition of Dudley's on the published
results of BEIGE for the six months ended 31 August 2001, as though the
acquisition had been in effect from 01 March 2001, are reflected below:
Fully diluted Published Pro forma Percentage
information 31 August 31 August change
2001 2001 (%)
Before After
Attributable earnings 0,065 0,170 158
per share (cents)
Headline earnings per 0,065 0,170 158
share (cents)
Tangible net asset 0,590 0,630 6
value per share (cents)
Net asset value (cents) 0,590 2,960 398
Shares in issue at 90 715 114 465 26
period end (`000)
The after column shows the effect of the acquisition on Beige based on the
actual income statement of Dudley's for the six months ended 31 August 2001
after an appropriate provision for taxation on profit before taxation of
R199 716, and the balance sheet at that date of Dudley's.
The disposal of the shares and claims in Beige Cosmetics
Following various agreements, a final agreement has been concluded between
Beige Cosmetics and Le-Sel Research (Proprietary) Limited ("Le-Sel"), as
detailed in the previous circular to shareholders dated 07 September 2001,
BEIGE has disposed of the shares and claims in Beige Cosmetics to Le-Sel for
a total sale consideration of R3 100 000. The sale consideration will be
settled in four instalments in cash, commencing 31 August 2002, over
eighteen months and reflects, inter alia, the present value of the remaining
contract left in Beige Cosmetics as well as the balance of stock not
acquired by Le-Sel originally.
The sale proceeds will primarily be used to fund working capital
requirements.
The financial effects of the disposal of Beige Cosmetics on the results of
BEIGE for the six months ended 31 August 2001, as though the disposal had
been in effect from 01 March 2001, are reflected below:
Fully diluted Published Pro forma Percentage
information 31 August 31 August change
2001 2001 (%)
Before After
Attributable earnings 0,065 0,109 68
per share (cents)
Headline earnings per 0,065 0,109 68
share (cents)
Tangible net asset 0,59 3,797 539
value per share (cents)
Net asset value (cents) 0,59 3,797 539
Shares in issue at 90 715 90 715 -
period end (`000)
The after column shows the effect of the removal of the earnings of Beige
Cosmetics for the six months ended 31 August 2001 and an adjustment for
interest saved on borrowings calculated for six months at an after tax
interest rate of 9,1% as though the R3 100 000 had been received on 1 March
2001. The tangible and net asset value per share is calculated at 31 August
2001 by adjusting for the disposal of the net assets of Beige Cosmetics and
recording the R3 100 000 as an asset at that date.
Withdrawal of the Cautionary Announcement
The above announcements serve to complete the requirements regarding the
cautionary announcement as published on 28 February 2002. Accordingly the
cautionary announcement is now withdrawn.
Conditions precedent
The acquisitions are subject to, inter alia, a satisfactory due diligence,
the relevant approvals being obtained from the JSE and the Securities
Regulation Panel ("SRP") and are subject to the approval of BEIGE
shareholders in general meeting.
Documentation
A circular will be forwarded to BEIGE shareholders within 28 days of this
announcement.
Johannesburg
23 April 2002
Corporate Adviser and Sponsor
Arcay Group Limited
