| Thu 5 May 2005, 8:33 | | Milkworx - General Issue Of Shares For Cash |
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Milkworx - General Issue Of Shares For Cash
Milkworx Limited
(Previously Acuity Group Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/011074/06)
Share code MKX ISIN ZAE000058020
(`Milkworx` or `the company`)
GENERAL ISSUE OF SHARES FOR CASH
AltX
Warning: The listing of the ordinary shares in the company is on the ALTX.
Shareholders are advised of the risks of investing in a company listed on the
ALTX. Shareholders are advised that the JSE does not guarantee the viability or
the success of a company listed on the ALTX. In terms of the JSE Listings
Requirements a designated advisor has to be retained by the company. The
designated advisor is required to, inter alia, attend all board meetings held by
the company to ensure that all JSE Listings Requirements and applicable
regulations are complied with, approve the financial director of the company and
guide the company in a competent, professional and impartial manner. If the
company fails to retain the designated advisor it must make arrangements to
appoint a new designated advisor within 10 business days, failing which the
company faces suspension of trading of its securities. If a designated advisor
is not appointed within 30 days of its suspension the company faces the
termination of its listing without an offer to minority shareholders.
Introduction
At the general meeting of shareholders held on 16 September 2004, the requisite
majority of shareholders approved an ordinary resolution authorizing the
directors to issue up to 15% of company`s issued share capital of the company
for cash in accordance with the Listing Requirements of the JSE Securities
Exchange South Africa. (`the JSE`)
The directors have now resolved to issue on Monday, 9 May 2005, 54 545 455
shares at 5,5 cents per share being 0,54% discount to the 30 day volume weighted
average of the Milkworx share price and representing R3 000 000 in total, to
South African Horticulture Technology Limited the 54,5 million shares represent
an 11,13% increase in the issued share capital of the company.
About South African Horticulture Technology Limited
South African Horticulture Technology Limited is a primary producer of
strawberries, raspberries, blueberries, blackberries and table grapes. It
develops and promotes the use of berry products nationally and internationally.
AUTHORISED AND ISSUED SHARE CAPITAL
Rand
Authorised
800 000 000 authorised ordinary shares with R8 000 000
a par value of R0.01 each
Issued Before this Issue
490 702 070 issued ordinary shares with a R4 907 021
par value of R0.01 each
In Issue After this Issue
545 247 525 issued ordinary shares with a R5 452 475
par value of R0.01 each
Share Premium
Before the Issue R12 898 502
Raised in this issue R2 454 546
Total share capital R20 805 523
FINANCIAL EFFECTS OF THE TRANSACTION
The table below sets out the unaudited pro forma effects on earnings, headline
earnings, net tangible asset value and net asset value per share of Milkworx
after the share issue on the interim results for the six months ended 31
December 2004. The unaudited pro forma financial effects are provided for
illustrative purposes only. Because of their nature the unaudited pro forma
financial effects may not give a fair reflection of Milkworx`s financial
position at 31 December 2004 after the proposed transaction, or the effect on
future income.
Actual Pro Forma Percentage
Before the After the Change
share issue share issue (%)
Note (1) (2)
Net asset value per share 4 3,80 4,41 16,05
(cents)
Tangible net asset value 4 3,80 4,41 16,05
per share (cents)
Earnings/(loss) per share 3 0,29 0,27 (6,90)
(cents)
Headline earnings/ (loss) 3 0.20 0,19 (5,00)
per share (cents)
Average and weighted 490 702 545 248 11,12
average number of ordinary
shares (`000)
Notes:
Extracted from the unaudited interim financial statements of Milkworx for the
six months ended 31 December 2004.
Unaudited pro forma effects of the issue of 54,5 million shares at 5,5 cents
each.
In relation to the pro forma earnings and headline earnings per share, it is
assumed that:
- The proposed transaction was effective 1 July 2004; and
- Interest was earned on the proceeds from the share issue at an after tax
rate of 5%
In relation to the tangible net asset value and net asset value per share, it is
assumed that the proposed transaction was effective on 31 December 2004.
Listing of New Shares
Application will be made to the JSE on Monday, 9 May 2005 for the granting of
the listing of the new shares.
PRETORIA
May 4, 2005
Corporate Adviser and Designated Adviser
RIVER
Group
Date: 05/05/2005 07:00:13 AM
Produced by the JSE SENS Department
