| Thu 9 Dec 2004, 8:28 | | THE RIGHTS OFFER |
|
AVASA - THE RIGHTS OFFER
AVASA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/013637/06)
Share code: AVA ISIN: ZAE000040622
(`AVASA` or `the company`)
THE RIGHTS OFFER
1. Introduction
In an announcement dated 28 October 2004, shareholders were informed of the
board`s intention to raise capital in the company in the amount of R8.0 million
by way of a rights offer of R4.4 million to all shareholders (`the rights
offer`) and a specific issue of shares for cash to Mark Barnes, the new
Chairman, of R3.6 million (`the specific issue`) (collectively, `the
recapitalisation`).
The rights offer will take the form of an unconditional renounceable rights
offer of 293 333 333 AVASA shares at an issue price of 1.5 cents per share, in
the ratio of 50.50940 for every 100 AVASA shares held on the record date,
Friday, 31 December 2004.
In addition, subject to shareholder approval, the company`s name will be
changed to reflect its new beginnings and a new share incentive scheme will be
implemented to align the interests of the executives with AVASA`s objectives. In
this regard, a shareholders` meeting will be convened to consider and approve
the proposed name change, the new share incentive scheme and the specific issue
(`the general meeting`).
2. Salient dates and times
Set out below are the salient dates and times pertaining to the rights offer
and the general meeting:
2004
Last day to trade in AVASA shares in order to qualify
to participate in the rights offer (cum entitlement)
on Thursday, 23 December
Listing of letters of allocation on the JSE Securities
Exchange South Africa (`JSE`) commences at 09:00 on Friday, 24 December
Letters of allocation commence trading on the JSE at
09:00 on Friday, 24 December
AVASA shares commence trading ex-rights on the JSE
at 09:00 on Friday, 24 December
Record date for the rights offer at the close of
business on Friday, 31 December
2005
Rights offer opens at 09:00 on Monday, 3 January
Circular (and form of instruction, where applicable)
distributed to shareholders on Monday, 3 January
Entitlements are credited to custody accounts at
Computershare Nominees (Pty) Limited in the case of
certificated shareholders on Monday, 3 January
Safe custody accounts of dematerialised shareholders
at their Central Securities Depository Participant
(`CDSP`)/broker are updated with their entitlements on Monday, 3 January
Last day for trading in letters of allocation on the
JSE on Friday, 14 January
Record date for the letters of allocation Friday, 21 January
Rights offer closes at 12:00 on (see note 3) Friday, 21 January
Entitlements in terms of the rights offer available Monday, 24 January
Rights shares issued and new share certificates
posted to holders of certificated shares on or about Monday, 24 January
CSDP/Broker accounts in respect of holders of
dematerialised shares debited and updated on Monday, 24 January
Results of rights offer and basis of allocation
of excess applications released on SENS on Monday, 24 January
Results of rights offer and basis of allocation of
excess applications published in the press on Tuesday, 25 January
Share certificates in respect of excess shares
allocated and refund cheques, where applicable,
will be posted to holders of certificated shares
on or about Tuesday, 25 January
Holders of dematerialised shares will have their
accounts updated in respect of excess shares
allocated on Tuesday, 25 January
Forms of proxy for the general meeting to be
received by 10:00 on Friday, 28 January
General meeting of AVASA shareholders at 10:00 on Tuesday, 1 February
Results of the general meeting released on SENS on Tuesday, 1 February
Results of the general meeting published in the
press on Wednesday, 2 February
Listing of new AVASA shares to be issued in terms
of the specific issue on Friday, 4 February
Last day to trade before the name change on Friday, 18 February
Shares will trade in the new name on Monday, 21 February
Record date for the name change Friday, 25 February
Share certificates posted and CSDP/broker safe
custody accounts updated Monday, 28 February
Notes:
1. The above dates and times are subject to amendment. Any amendment to the
dates and times will be released on SENS and published in the press.
2. Share certificates in respect of AVASA shares may not be dematerialised or
rematerialised between Friday, 24 December 2004 and Friday, 31 December 2004,
both days inclusive as well as between Monday, 21 February 2005 and Friday, 25
February 2005, both days inclusive.
3. Dematerialised shareholders are required to notify your duly appointed
CSDP/broker of your acceptance of the rights offer in the manner and cut-off
time stipulated in the agreement governing the relationship between yourself and
your CSDP/broker.
4. CSDPs effect delivery on a `delivery versus payment method`.
3. Financial effects
Set out in the table below are the pro forma financial effects of the
recapitalisation based on AVASA`s published audited results for the year ended
31 August 2004. The pro forma financial effects have been prepared for
illustrative purposes only to provide information of how the recapitalisation
may have impacted on the results and financial position of AVASA. Because of
their nature, the pro forma financial effects may not give a fair reflection of
AVASA`s financial position after the recapitalisation or the effect on future
earnings.
Before the After the
Notes recapitalisation specific issue
(cents)1 (cents)
Loss and headline
loss per share 2 (3.49) (2.48)
Net asset value
and tangible net
asset value
per share 3 1.36 1.36
Percentage After the Percentage
change recapitalisation change
(cents)
Loss and headline
loss per share 29 (1.84) 47
Net asset value
and tangible net
asset value
per share - 1.36 -
Notes:
1. Extracted from the published audited results of AVASA for the year ended 31
August 2004.
2. Loss and headline loss per share are based on the following assumptions:
* the recapitalisation was effective 1 September 2003;
* the R8 million capital raised earned interest at 7% after tax (the company is
currently in a loss-making position and therefore no tax is payable);
* recapitalisation costs of R700 000 (split between the specific issue and the
rights offer in the ratio of capital raised); and
* the weighted average number of shares in issue during the year was 580 750
000 before the recapitalisation, 820 750 000 after the specific issue and 1 114
083 333 after the recapitalisation.
3. Net asset value and tangible net asset value per share are based on the
following assumptions:
* the recapitalisation was effective 31 August 2004;
* recapitalisation cost of R700 000 (split between the specific issue and the
rights offer in the ratio of capital raised); and
* the number of shares in issue at 31 August 2004 was 580 750 000 before the
recapitalisation, 820 750 000 after the specific issue and 1 114 083 333 after
the recapitalisation.
4. Documentation
A circular containing full details of the recapitalisation, the name change and
the new share incentive scheme will be posted on Monday, 3 January 2005.
Johannesburg
9 December 2004
Corporate advisor and transaction sponsor
BRIDGE CAPITAL
Sponsor
JAVACAPITAL
