| Thu 1 Aug 2002, 0:00 | | Relyant - Confirmation Of The Rights Offer And Sal |
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Relyant - Confirmation Of The Rights Offer And Salient Dates
Relyant Retail Limited
(Incorporated in the Republic of South Africa)
(Registration number 1937/010108/06)
Share code: RLY ISIN number: ZAE 000016457
("Relyant")
CONFIRMATION OF THE RIGHTS OFFER AND SALIENT DATES
1. Introduction
Relyant shareholders are referred to the detailed announcement published on 24
June 2002 setting out the intention of the board of directors of Relyant,
subject to certain conditions precedent, to implement a renounceable rights
offer to Relyant shareholders.
This announcement confirms the major features of the proposed rights offer,
which is subject to the condition precedent in paragraph 5 below, and the
salient dates relating thereto.
2. Terms of the rights offer
Relyant will raise R739 839 971, before expenses, by way of a renounceable
rights offer of 822 044 412 Relyant shares ("rights shares"), at a price of 90
cents per Relyant ordinary share ("the rights offer"). Relyant shareholders who
are recorded as such in the Relyant share register on Friday, 16 August 2002
("the record date") will have the right to subscribe for 527,754 rights shares
for every 100 Relyant shares held on the record date ("rights recipients"). Upon
issue, the rights shares will rank pari passu with the previously issued shares
of Relyant.
The letters of allocation in respect of the rights offer will be listed in
electronic form. The letters of allocation may not be traded separately before
such letters of allocation are listed on the JSE Securities Exchange South
Africa ("JSE") on Monday, 12 August 2002. From this date the letters of
allocation will only be traded in electronic form.
Rights recipients will receive the ratio entitlement being 527,754 rights for
every 100 Relyant shares held on the record date. Rights recipients who hold
fewer than 100 Relyant shares or whose aggregate holdings of Relyant shares are
not a whole number multiple of 100 shares will receive their entitlement, being
the right contained in the letter of allocation, rounded off to the nearest
whole number as there will be no cash payments in lieu of fractions.
3. Underwriting
The underwriting agreement was concluded on 18 June 2002 between Relyant, Poco
International Holdings SA (In Incorporation) ("Poco") and certain financial
institutions who have provided funding facilities to Relyant and/or its
subsidiaries or associates, being Absa Corporate and Merchant Bank, a division
of Absa Bank Limited, FirstRand Bank Limited acting through FNB Corporate, a
division of FirstRand Bank Limited, Standard Corporate and Merchant Bank, a
division of The Standard Bank of South Africa Limited and Investec Bank Limited
("the debt funders"). In terms of this agreement, Poco and the debt funders have
agreed to unconditionally underwrite the rights offer. The first R306 324 000 of
the rights offer will be underwritten by Poco with the balance of R433 515 971
underwritten by the debt funders. Relyant shall not pay any of the underwriters
any underwriting fee or underwriting commission in respect of the underwriting
of the rights offer.
4. Pro forma financial effects of the rights offer
The table below sets out the pro forma financial effect of the rights offer on a
Relyant shareholder, based on the assumptions set out below:
Pro forma
"After
recapital- Pro forma
Actual isation "After Percentage
Per share "Before" and before rights decrease
rights offer"
offer"
Tangible gearing (%) 120,1 128,6 21,5 82,1
Fully diluted earnings 39,8 27,0 7,2 81,9
(cents)
Fully diluted headline 44,3 30,7 7,8 82,4
earnings (cents)
Net asset value - 1127,2 747,4 187,4 83,4
including intangibles
(cents)
Net asset value - 985,0 647,9 173,2 82,4
excluding intangibles
(cents)
Fully diluted weighted 95 970 137 235 959 277 -
average number of
ordinary shares (`000)
1. The fully diluted earnings and fully diluted headline earnings per
Relyant share in the "Before" column are based on the published unaudited
results of Relyant for the six month period ended 31 December 2001.
2. The fully diluted earnings and fully diluted headline earnings per
Relyant share in the pro forma "After recapitalisation and before rights offer"
column are based on the published unaudited results for the six month period
ended 31 December 2001, adjusted to include:
- the impact of the cash received from the specific issue of shares for
cash to Poco in terms of the recapitalisation of Relyant announced in the
circular to shareholders dated 24 June 2002 net of issue costs, assuming the
cash was received with effect from 1 July 2001;
- the interest incurred on the preference shares in terms of AC125 of
R6,6 million and the Secondary Tax on Companies ("STC") on the preference
dividends declared of R6,1 million;
- the accrual for debenture issue expenses previously set-off against
debenture premium; and
- the acceleration of settlement of the promissory notes (as detailed in
the circular to shareholders dated 24 June 2002), which acceleration was
implemented at 30 May 2002 by converting the promissory notes to a loan for a
total settlement amount of R46,3 million.
The after tax interest rate saving used was 8.75%.
3. The fully diluted earnings and fully diluted headline earnings per
Relyant share in the pro forma "After rights offer" column are based on the
assumption that the rights offer took place on 1 July 2001. The cash received
amounts to R739,8 million. The after tax interest rate saving used was 8.75%.
4. The net asset value per Relyant share in the Actual "Before" column is
based on the published unaudited position of Relyant at 31 December 2001.
5. The net asset value per Relyant share in the pro forma "After
recapitalisation and before rights offer" column is based on the assumption that
the issue of shares for cash and the rights offer had been implemented at 1 July
2001 and includes the effect of the acceleration of the promissory notes (as
detailed in the circular to shareholders dated 24 June 2002) and the subsequent
cash outflows in respect thereof, R6,1 million in respect of STC arising on the
preference dividends declared and total cash costs incurred on the restructure
transaction of R5,0 million. The number of shares used in the calculation is
959,277 million on a fully diluted basis.
5. Condition precedent
The rights offer is subject to the following condition precedent:
the registration by the Registrar of Companies of the rights offer
documentation.
An announcement will be published on Stock Exchange News Service ("SENS") on or
about Wednesday, 7 August 2002 if the above condition precedent is not fulfilled
or if the time for its fulfilment is to be extended
6. Listing
Subject to the fulfilment of the condition precedent set out in paragraph 5
above, the JSE has granted listings for:
- the letters of allocation from the commencement of trade on the JSE on
Monday, 12 August 2002 to the close of trade on the JSE on Friday, 30 August
2002; and
- the rights shares from the commencement of trade on Monday, 2 September
2002
2002.
7. Salient Dates
2002
Last day to trade for purposes of Thursday, 8 August
determining the Relyant shareholders
entitled to participate in the rights offer
on
Preliminary reviewed results for the year Monday, 12 August
ended 30 June 2002
published on SENS
Shares trade ex-rights on the JSE on Monday, 12 August
Listing of and dealing in the letters of Monday, 12 August
allocation commences on the JSE at 09:00 on
Record date for purposes of determining the Friday, 16 August
Relyant shareholders
entitled to participate in the rights offer
on
Rights offer opens at 09:00 on Monday, 19 August
Form of instruction in respect of letters Monday, 19 August
of allocation and a circular
giving full details of the rights offer
will be posted to certificated
shareholders recorded in the register on
the record date
(circulars will only be posted to those
dematerialised shareholders who have
indicated that they wish to receive
circulars) on
Last day to trade in the letters of Friday, 30 August
allocation on the JSE in order to be
settled by Friday, 6 September 2002 by
17:00 on
Listing of rights shares commences on the Monday, 2 September
JSE from the commencement of business on
Rights offer closes at 14:30 - payment to Friday, 6 September
be made by certificated shareholders on
Entitlement in respect of the rights offer Monday, 9 September
available and certificates posted to
certificated shareholders on
Dematerialised shareholders will have their Monday, 9 September
safe custody account held at their Central
Securities Depository Participant ("CSDP")
or broker updated and debited on
Refund cheques, if applicable, in respect Monday, 9 September
of unsuccessful excess applications, posted
to certificated shareholders on
Results of the rights offer published on Monday, 9 September
Notes:
a) 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.
b) Share certificates may not be dematerialised or rematerialised between
Monday, 12 August 2002 and Friday, 16 August 2002.
8. Documentation
Subject to the fulfilment of the condition precedent set out in paragraph 5
above, the rights offer circular and the forms of instruction in respect of the
letters of allocation will be mailed to Relyant shareholders on Monday,
19 August 2002. A further announcement will be made on or about Monday, 9
September 2002, setting out the results of the rights offer.
Johannesburg
1 August 2002
Merchant bank Sponsor to Relyant Independent reporting
accountants to
Relyant
Investec Corporate Investec Bank Limited Deloitte & Touche
Finance
Legal adviser to Corporate adviser to Legal adviser to POCO
Relyant POCO Feinsteins Attorneys
Peter Dawe and Gensec Bank Limited
Associates
Legal adviser to the
debt funders
Jowell Glyn & Marais
Inc.
Date: 01/08/2002 04:00:00 PM Produced by the JSE SENS Department
