| Fri 8 Jul 2005, 17:14 | | Abridged Pre-Listing Statement |
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Verimark Holdings Limited - Abridged Pre-Listing Statement
VERIMARK HOLDINGS LIMITED
(previously Creditvision Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/006957/06)
Share code: VMK ISIN: ZAE000068011
(`Verimark` or `the company`)
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement is not an invitation to the public to
subscribe for shares in Verimark, but is issued in compliance with the
Listings Requirements of JSE Limited (`the JSE`) (`Listings Requirements`).
This abridged pre-listing statement is issued to provide shareholders and
investors with additional information on Verimark.
1. INTRODUCTION
1.1 Shareholders were advised in announcements released on SENS and published
in the press on 18 April 2005, 3 June 2005 and 15 June 2005 and in a circular
to Creditvision shareholders dated 1 June 2005 (`the circular`) that
Creditvision would proceed with an acquisition of the entire issued share
capital of and claims on loan account against Verimark Holdings (Proprietary)
Limited (`Verimark (Pty)`) and of various related transactions and corporate
actions (`the transactions`).
1.2 All suspensive conditions to the transactions have been fulfilled and the
JSE has formally approved the reverse listing of Verimark (Pty) into
Creditvision Holdings Limited (`Creditvision`) (renamed `Verimark Holdings
Limited`) from the commencement of trade on Monday, 11 July 2005. The shares
will trade under the abbreviated name `Verimark`, with share code `VMK` and
ISIN ZAE000068011.
2. INCORPORATION AND HISTORY OF VERIMARK
Verimark (Pty) was incorporated in South Africa on 8 March 1977 as a retail
company that sources, develops and distributes unique, superior quality
products in the housewares, health and fitness, DIY, automotive and beauty
categories, both locally and internationally.
3. NATURE OF BUSINESS AND PROSPECTS
3.1 The Verimark brand has become one of the most recognised and trusted
brands in Southern Africa.
3.2 Verimark`s passion and success driven business model converges the power
of direct marketing with the impressive volume benefits of wide, but focused,
retail distribution. The business model evolved over many years and is
complemented by Verimark`s core management skills, know-how and proven track
record.
3.3 All Verimark`s products are branded distinctively. This, in addition to
the fact that most new product categories in the direct response television
(`DRTV`) market in South Africa were pioneered by Verimark, have resulted in
Verimark being the market leader since pioneering DRTV 17 years ago.
3.4 Verimark has a proud record of sustained growth over a 28-year period.
Future growth will continue through:
3.4.1 new products in existing, as well as new, product categories. Innovative
and unique products are continuously identified, tested and sourced. Far more
products are introduced each year than discontinued;
3.4.2 expansion of Verimark`s existing retail partners in South Africa and the
rest of Africa;
3.4.3 entering new retail groups that `match` the Verimark product range; and
3.4.4 international distribution of Verimark`s products and intellectual
property.
4. DIRECTORS
4.1 Details of directors
The full names, ages, occupations and business addresses of the directors of
Verimark are outlined below:
Full name Age Occupation Business address
Dr James Thokoana
Motlatsi 54 Non-executive Chairman 121 Eloff Street
Selby
Johannesburg 2001
Michael Johannes
van Straaten 51 Chief Executive Officer 67 CR Swart Drive
Corner Freda Road
Bromhof Extension 48
Randburg 2188
Frans Paulus Du
Toit Britz 36 Financial Director 67 CR Swart Drive
Corner Freda Road
Bromhof Extension 48
Randburg 2188
Hendrik Willem
Bonsma 36 Non-executive Director Bank Forum Building
Ground Floor, Lobby 4
337 Veale Street
Brooklyn 0181
All directors are South African citizens.
4.2 Directors` responsibility statement
The directors of Verimark:
4.2.1 have considered all statements of fact and opinion in the pre-listing
statement (published as part of the circular (`the pre-listing statement`));
4.2.2 accept, collectively and individually, full responsibility for the
accuracy of such statements; and
4.2.3 certify that, to the best of their knowledge and belief, there are no
omissions of material facts or considerations which would render any
statements of fact or opinion contained in the pre-listing statement false or
misleading, and that all reasonable enquiries to ascertain such facts have
been made and that the pre-listing statement contains all information required
by law, the Companies Act, 1973 (Act 61 of 1973), as amended, the Securities
Regulation Panel and the Listings Requirements.
5. SHARE CAPITAL
The authorised and issued share capital of Verimark, after the transactions,
is set out below:
Shares R`000
Authorised
Ordinary shares of 0,3333 cent each 200 000 000 667
Issued
Ordinary shares of 0,3333 cent each 114 272 331 381
Share premium 308 702
309 083
6. CONTROLLING SHAREHOLDERS
Following the transactions, the following shareholders will be interested in
more than 5% of the issued share capital of Verimark:
Name of shareholder Number Percentage held
Van Straaten Family Trust 50 000 000 43,8
Prime Rentals Close Corporation 8 000 000 7,0
7. PROFIT FORECAST AND DIVIDENDS
7.1 Set out below is the forecast income statement of Verimark for the year
ending 28 February 2006 and the annualised forecast income statement of
Verimark, which forecasts are the responsibility of the directors of Verimark.
2006 2006 2005
Verimark Creditvision
Verimark Annualised Historic
Forecast(1) Forecast(2) Actual
Years ending/ended February R`000 R`000 R`000
Revenue 238 786 333 750 283 851
Operating profit 43 136 59 941 43 999
Net interest (113) (145) (1 115)
Operating profit before taxation 43 023 59 796 42 884
Notional taxation (14 994) (21 182) (15 237)
Net profit after taxation 28 029 38 614 27 647
Loans written-off and
provision for doubtful loans - - (156)
Dividends (20 569) (30 853) (30 288)
Retained profit/(loss)
for the period/year 7 460 7 761 (2 797)
Earnings per share (cents) 36,12 33,79
Headline earnings
per share (cents) 36,12 33,79
Weighted average number
of shares in issue (`000) 77 606 114 272
Dividend per share (cents) 18,0 27,0(3)
Notes
1) This forecast assumes that the financial results of Verimark (Pty) are
included in the results of Verimark for an eight-month period from the
effective date for the acquisition, being 1 July
2005.
2) This annualised forecast assumes that the financial results of Verimark
(Pty) are included in the results of Verimark for the 12 months from 1 March
2005 to 28 February 2006, i.e. assuming an effective date for the acquisition
of 1 March 2005. This forecast is included merely to illustrate, on an
annualised basis, what the financial results of Verimark may have been had the
results of Verimark (Pty) been included for a full financial year.
3) This represents an annualised dividend illustrating the quantum of the
dividend that could have been payable had the acquisition been effective from
1 March 2005, i.e. for a full financial year.
7.2 It is anticipated that Verimark will declare, in April 2006, a final
dividend of 18 cents per share in respect of the financial year ending 28
February 2006, payable in May 2006. In future, Verimark intends declaring and
paying bi-annual dividends of approximately 80% of headline earnings.
8. COPIES OF THE PRE-LISTING STATEMENT
Copies of the circular and the pre-listing statement may be obtained during
normal business hours at the following addresses:
8.1 the registered office of the company, Ground Floor, Lobby 4, Bank Forum
Building, 337 Veale Street, Brooklyn, Pretoria 0181;
8.2 the office of the joint corporate adviser and lead sponsor, PSG Capital
Limited, Building 8, Woodmead Estate, 1 Woodmead Drive, Woodmead 2191; and
8.3 the office of the transfer secretaries of Creditvision, Computershare
Investor Services 2004 (Proprietary) Limited, Ground Floor, 70 Marshall
Street, Johannesburg 2001.
Johannesburg
11 July 2005
Joint corporate adviser and lead sponsor
PSG CAPITAL
Joint corporate adviser and joint sponsor
RIVER GROUP
Reporting accountants
KPMG
Legal advisers
JOWELL GLYN & MARAIS
