| Fri 5 Aug 2005, 17:32 | | Zeltis/ Corvus - Offer, Change Of Name, A Disposal |
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Zeltis/ Corvus - Offer, Change Of Name, A Disposal, Increase Authorised Share
Capital, Claw Back Rights Offer And Cautionary
ZELTIS HOLDINGS LIMITED
(Registration No:1946/0021141/06)
(`Zeltis`)
JSE CODE: ZLT - ISIN CODE: ZAE000037297
CORVUS CAPITAL INC.
(Company number 367829)
(`Corvus`)
AIM CODE: CVS - ISIN CODE: VGG2440D1087
ANNOUNCEMENT IN REGARD TO:
AN OFFER BY CORVUS CAPITAL INC.
PROPOSED CHANGE OF NAME OF ZELTIS
PROPOSED DISPOSAL OF THE EXISTING BUSINESS OF ZELTIS
RECTIFICATION OF SHARE CAPITAL RECORDS
INCREASE IN AUTHORISED SHARE CAPITAL
PROPOSED CLAW-BACK RIGHTS OFFER
CAUTIONARY ANNOUNCEMENT
Imara Corporate Finance (South Africa) (Pty) Limited is authorised to announce
the following:
1. Offer to Acquire all the Issued Shares of Zeltis
Corvus, a company listed on the Alternative Investment Market of the London
Stock Exchange and incorporated in the British Virgin Islands, has notified the
Board of Directors of Zeltis (`Board`) of a firm intention to make an offer to
all shareholders of Zeltis to acquire their consolidated shares on the following
terms:
1.1 An offer price of ? a cent (one-half of one cent) per consolidated share
payable in cash.
1.2 The offer is subject to the following salient terms and conditions:
1.2.1 the shareholders of Zeltis approving the necessary resolutions in General
Meeting as set out in item 2 below and such resolutions, where necessary, being
registered by the Companies and Intellectual Property Registration Office
(`CIPRO`);
1.2.2 a minimum number of acceptances equivalent to not less than 70% of the
issued consolidated share capital of Zeltis or such lesser amount as Corvus in
its sole discretion may elect;
1.2.3 the necessary approvals of the Securities Regulation Panel (`SRP`), JSE
Limited (`JSE`), the Exchange Control authority of the South African Reserve
Bank, and, to the extent that may be required, the South African Competition
Commission; and
1.2.4 Corvus completing a due diligence review of Zeltis, by no later than the
opening date of the offer, which due diligence review must not reveal any
material matters not previously disclosed by Zeltis.
1.3 It is the intention of Corvus to continue the listing of Zeltis on the JSE,
and in this regard Corvus will take the necessary steps to ensure Zeltis`
compliance with the JSE Listings Requirements after implementation of the offer,
failing which, it will be at the JSE`s discretion to suspend Zeltis.
2. Proposed Corporate Actions
2.1 Change of Name
It is proposed to change the name from `Zeltis Holdings Limited` to `Corvus
Capital (SA) Holdings Limited` or such similar name as is acceptable to
shareholders and CIPRO.
2.2 Disposal of Business
Pursuant to the change of control of Zeltis, the existing business of Zeltis
will become non-core to the future strategy of Zeltis. The directors of Zeltis
have accordingly decided to dispose of the whole of the existing business of
Zeltis.
Subject to the necessary shareholder and regulatory approvals, all the assets
and liabilities comprising the entire business of Zeltis are proposed to be sold
to RN McLeod for a disposal consideration equal to the market value thereof, as
determined by the auditors of Zeltis, or R250 000 (two hundred and fifty
thousand Rand), whichever is the lesser, in cash.
As RN McLeod is the Managing Director of Zeltis and holds 1 850 500 consolidated
shares, equating to 2.26% of the consolidated issued share capital of Zeltis, he
is a related party as defined in terms of the JSE Listings Requirements. As the
agreement has not yet been signed, the final terms of the proposed disposal will
be published by way of a separate announcement or in the circular to be sent to
shareholders as soon as these have been finally agreed between the parties.
An independent third party, acceptable to both the JSE and the SRP, will be
appointed to provide an opinion as to whether the disposal of the assets and
liabilities at the stated price is fair and reasonable to Zeltis shareholders
2.3 Rectification of CIPRO`S Records
2.3.1 The consolidation of the issued and authorised share capital of Zeltis on
a one-for-five basis was proposed at a General Meeting of Zeltis shareholders
held on 29 January 2002 and such special resolution was passed.
2.3.2 In terms of the JSE`s records, the nominal value of the ordinary share
capital of Zeltis is 5 cents per share.
2.3.3 It has subsequently been established that the special resolution for the
consolidation was not registered at CIPRO timeously, which may result in the
consolidation of the shares being null and void, unless the matter can be
rectified by an order of court, which process Zeltis has commenced.
2.3.4 In order to expedite the rectification thereof, the Board of Zeltis has
decided to rectify and regularise the situation by proposing a new special
resolution to shareholders on the same terms and conditions as the original
resolution regarding the consolidation.
2.4 Increase in Authorised Consolidated Share Capital
It is proposed to increase the authorised share capital from 150 000 000
consolidated ordinary shares of 5 cents each to 250 000 000 consolidated
ordinary shares of 5 cents each, on a date to be announced.
3. Financial Effects of the Corvus Offer and the Disposal
The table below, which has been prepared for illustrative purposes only and is
the responsibility of the Zeltis directors, sets out the financial effects of
the disposal on a shareholder holding one thousand Zeltis shares who accepts the
offer and the financial effects of the disposal on a shareholder holding one
thousand Zeltis shares who does not accept the offer.
Befor After the Disposal
e the
Dispo
sal
Does
not
Accep % Accep %
t the Chang ts Chang
Offer e the e
Offer
Net asset value per (11 3053 5005
1000 shares (cents) 274)1 102.7 104.4
1 3
Net tangible asset (16 3053 5005
value per 1000 shares 967)1 101.8 102.9
(cents) 0 5
Loss per 1000 shares (1 54 100.4 86 100.7
(cents) 120)2 5 1
Headline loss per 1000 (4 54 86
shares (cents) 120)2 100.1 100.1
2 9
Notes:
1. Based on the latest reviewed interim balance sheet at 31 December 2004.
2. Based on the latest reviewed interim results for the six months ended 31
December 2004.
3. Represents the net asset and tangible asset value of Zeltis after the sale of
all the assets for the disposal consideration of R250 000.
4. Represents the after-tax yield that a shareholder would have earned had an
amount equivalent to the disposal consideration of R250 000 been invested at a
call rate of 5%, for six months ended 31 December 2004, at a marginal tax rate
of 40%.
5. Based on the offer price of ? a cent per share.
6. Represents the after-tax yield that a shareholder would have earned had an
amount equivalent to the offer price of ? a cent per share been invested at a
call rate of 5%, for the six months ended 31 December 2004, at a marginal tax
rate of 40%.
4. Proposed Claw-back Rights Offer
After the offer in item 1 above closes, Zeltis proposes to raise an additional
R4 102 206 by way of a rights offer through the issue of 82 044 120 new
consolidated ordinary shares in order to recapitalise Zeltis and to provide
Zeltis with the resources to implement its future business strategy. The rights
offer shall open after the closing date of the offer in item 1 above and shall
be conducted on the following salient terms and conditions:
4.1 the issue price will be at par value of 5 cents per consolidated share,
which is the nominal value of the consolidated ordinary shares; and
4.2 the issue will be take place by way of a claw-back rights offer subscribed
for by Corvus in terms of which shareholders of Zeltis, who have not accepted
the Corvus offer, will be afforded the right to claw back shares pro rata to
their current consolidated shareholdings.
5. Cautionary Announcement
As the salient dates have not yet been announced, shareholders are advised to
exercise caution when dealing in their Zeltis shares on the JSE until a further
announcement is made.
6. Circulars
6.1 A circular to shareholders incorporating the terms and conditions and
information relating to items 1 and 2 above is in the process of being drafted
and will be dispatched to shareholders in due course.
6.2 A further circular will be prepared and dispatched to Zeltis shareholders
relating to the claw-back rights offer in item 4 above.
Johannesburg
4 August 2005
Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
Date: 05/08/2005 05:20:13 PM
Produced by the JSE SENS Department
