| Fri 27 Feb 2004, 14:38 | | SALIENT TERMS OF THE RIGHTS OFFER |
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GLOBAL TECHNOLOGY LIMITED - SALIENT TERMS OF THE RIGHTS OFFER
GLOBAL TECHNOLOGY LIMITED
Incorporated in the Republic of South Africa
(Registration number 1996/009809/06)
Share code: GLT ISIN: ZAE000016820
("Glotec" or "the company
1. Introduction
It was announced on Friday, 13 February 2004, that the directors of Glotec had
resolved to proceed with a renounceable rights offer of 2 649 135 588 new Glotec
ordinary shares of 0,1 cents each ("new shares") in the ratio of 6 new shares
for every 1 Glotec ordinary share held at the record date, being 12 March 2004
("the record date"), at an issue price of 2 cents per new share, in order to
raise up to R52 982 711,76, before expenses ("the rights offer"). The purpose of
the rights offer is to convert R46 094 000 of debt owed by the company to its
major financiers, who have underwritten the rights offer ("the underwriters"),
into equity in order to restore the solvency of Glotec and ensure its future
sustainability.
2. Rights offer
2.1 Salient terms of the rights offer
Number of new ordinary shares a maximum of 2 649 135 588
offered:
Number of new ordinary shares 2 304 700 000
underwritten:
Ratio of entitlement: 6 new shares for every 1
Glotec ordinary share held on
the record date for the
rights offer
Cash subscription price for new 2 cents
shares:
Maximum amount to be raised, R52 982 711,76
before expenses:
Number of ordinary shares in
issue after underwritten 2 746 222 598
portion of the rights offer:
Maximum number of ordinary
shares in issue after the 3 090 658 186
rights offer:
In terms of an underwriting agreement entered into between the underwriters and
the company ("the underwriting agreement"), the underwriters have agreed to
underwrite 2 304 700 000 new shares in terms of the rights offer, being the
equivalent of R46 094 000. The underwriters will set off their liability in
terms of the underwriting agreement against the debt owed to them by the
company.
All the suspensive conditions to which the underwriting agreement was subject,
have been fulfilled and accordingly the underwriting agreement is unconditional.
2.2 Listing of Glotec shares and letters of allocation on the JSE Securities
Exchange South Africa ("the JSE")
The JSE has granted approval for the listings of:
- the 2 649 135 588 renounceable (nil paid) letters of allocation (Share
code: GLTN; ISIN: ZAE000053526) to be issued pursuant to the rights offer from
the commencement of trading on Monday, 8 March 2004 to Tuesday, 6 April 2004,
both days inclusive; and
- a maximum of 2 649 135 588 new shares to be issued pursuant to the rights
offer from the commencement of trading on Wednesday, 7 April 2004.
Salient dates and times of the rights offer
2004
Last day to trade in Glotec shares in Friday, 5 March
order to qualify to participate in the
rights offer (cum entitlement)
Shares commence trading ex-rights on Monday, 8 March
the JSE at 09h00 on
Listing of and trading in letters of
allocation on the JSE commences at Monday, 8 March
09h00 on
Record date for purposes of determining
the ordinary shares of Glotec entitled Friday, 12 March
to participate in the rights offer at
17h00 on
Rights offer opens at 09h00 on Monday, 15 March
Circular and form of instruction (where Monday, 15 March
applicable) posted on
Safe custody accounts of dematerialised
shareholders at their CSDP or broker Monday, 15 March
are updated with the etitlements on
Letters of allocation in respect of
Certificated shareholders created in Monday, 15 March
electronic form with Computershare
Nominees (Proprietary) Limited on
Last day for receipt of the form of Tuesday, 6 April
instruction by Computershare Limited
should certificated shareholders wish
to sell their rights, at 12h00
Last day for trading in letters of Tuesday, 6 April
allocation on the JSE
Maximum number of new ordinary shares Wednesday, 7
listed on April
Rights offer closes at 14h30 on (see Friday, 16 April
note 2)
Record date for letters of allocation Friday, 16 April
Entitlement in terms of the rights Monday, 19 April
offer available on
Dematerialised shareholders" accounts
at their CSDP or broker credited and Monday, 19 April
updated on
New ordinary share certificates (and
refund cheques, if applicable) issued Monday, 19 April
and posted to certificated shareholders
on
Results of rights offer published on Monday, 19 April
SENS on
Results of rights offer published in Tuesday, 20 April
the press on
Adjustment of the number of new
ordinary shares listed on the JSE on Tuesday, 20 April
Notes:
1. No share certificates may be dematerialised or rematerialised between Monday,
8 March 2004 and Friday, 12 March 2004 (both days inclusive).
2. Dematerialised shareholders are required to notify their duly appointed CSDP
or broker of their acceptance of the rights offer in the manner and time
stipulated in the agreement governing the relationship between the shareholder
and his CSDP or broker.
3. CSDP"s effect payment on a delivery versus payment basis in respect of
dematerialised shareholders.
4. Rights shares may only be traded if they are dematerialised.
3. Pro forma financial effects of the rights offer
Set out below are the unaudited pro forma financial effects of the rights offer
on the published reviewed interim results for the six months ended 30 June 2003,
assuming only the underwritten rights shares, being 2 304 700 000, are allotted
and issued. The pro forma financial effects are provided for illustrative
purposes only and, because of their pro forma nature, may not give a true
picture of the financial results and position of Glotec.
Before After the Change
the rights %
rights offer
offer
Notes: 1 2
Headline loss per share3 (24,10) (3,71) 84,61
(cents)
Loss per share3 (cents) (7,83) (1,11) 85,82
Net asset value per (6,69) 0,57 108,52
share4 (cents)
Net tangible asset value (16,54) (1,00) 93,95
per share4 (cents)
Actual and weighted 438 805 2 743 505 525,22
average number of shares
in issue3 ("000)
Notes:
1. The "Before the rights offer" column is based on the published reviewed
interim results of the Glotec group for the six months ended 30 June 2003.
2. The "After the rights offer" column is based on the assumption that the
underwritten portion of the rights offer, being 2 304 700 000 new ordinary
shares, are issued thereby raising a total amount of R46 094 000, before
deducting the estimated expenses in connection with the rights offer amounting
to approximately R1 000 000, and including Glotec"s average cost of debt during
the six month period ending 30 June 2003 of 16,83% per annum.
3. The calculations of headline loss per share and loss per share are based on a
weighted average number of shares in issue as at 30 June 2003 of 438 805 399,
adjusted as if the underwritten rights shares, being 2 304 700 000, were
allotted and issued on 1 January 2003.
4. The calculations of net asset value per share and net tangible asset value
per share assume that the 2 304 700 000 underwritten rights shares had been
allotted and issued and the R46 094 000 of debt was converted at 30 June 2003.
4. Documentation
A circular, including revised listing particulars of Glotec, giving full details
of the rights offer ("the circular") will be posted to Glotec shareholders on or
before Monday, 15 March 2004. A form of instruction in respect of a letter of
allocation will be enclosed with the circular for use by Glotec shareholders who
have not dematerialised their Glotec shares.
A circular, in English, will be available for inspection from Friday, 5 March
2004 during normal business hours until Friday, 16 April 2004 (Saturdays,
Sundays and public holidays excluded) from:
* Glotec, Global 3, Inyanga Office Park, Inyanga Close, Sunninghill;
* Merchant Sponsors (Proprietary) Limited, Trade House, 33 Impala Road,
Chislehurston, Sandton; and
* Merchantec (Proprietary) Limited, 2nd Floor, North Block, Hyde Park Office
Tower, Corner 6th Road and Jan Smuts Avenue, Hyde Park, Johannesburg.
Trading update
Glotec is currently finalising its results for the year ended 31 December 2003
("the 2003-year"), which will be released before the end of March 2004.
Glotec shareholders are advised that the loss for the 2003-year will be
substantially lower than that reported for the immediately preceding financial
year. Substantially, as defined in the Listing Requirements of the JSE, means a
decrease equal to or greater than 30%. This information has not been reviewed or
reported on by the company"s auditors. Accordingly, Glotec shareholders are
advised to continue exercising caution when dealing in their securities on the
JSE until a further announcement is made in this regard.
Johannesburg
27 February 2004
Sponsor
Merchant Sponsors (Proprietary) Limited
Corporate adviser
Merchantec (Proprietary) Limited
Corporate Secretary
Arcay Client Support (Proprietary) Limited
(Registration number 1998/025284/07)
Attorneys
Werksmans Incorporated
Reporting accountants and auditors
Deloitte & Touche
Date: 27/02/2004 02:27:12 PM Produced by the JSE SENS Department
