Mvelaphanda Group Limited - Proposed capital raising and cautionary announcement
Mvelaphanda Group Limited
(formerly Rebserve Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1995/004153/06)
Share code: MVG ISIN: ZAE000060737
(`Mvela` or `the company`)
Proposed capital raising and cautionary announcement
1. INTRODUCTION
In the circular to Mvela shareholders relating to the merger of the businesses
and assets of Mvelaphanda Holdings (Proprietary) Limited with Rebserve Holdings
Limited (`the merger`), dated 30 July 2004, shareholders were advised that Mvela
would contemplate a capital raising programme in order to fund Mvela`s
anticipated deal flow over the medium term.
2. PROPOSED CAPITAL RAISING
2.1 Nature of the proposed capital raising
The board of Mvela has resolved to raise approximately R520 million (before
expenses) through the issue of convertible perpetual cumulative preference
shares (`the preference shares`) (`the capital raising`).
The preference shares to be issued pursuant to the capital raising will be
optionally convertible into ordinary shares in approximately four to five years
and, if not converted into ordinary shares, will remain as perpetual preference
shares. Mvela will make application to the JSE Limited (`JSE`) to list the
preference shares on the JSE.
A portion of the funds raised pursuant to the capital raising will be used to
discharge Mvela`s cash obligations arising from the proposed transaction
referred to in the cautionary announcement in 3 below, if such transaction is
implemented.
Mvela has appointed The Standard Bank of South Africa Limited (`Standard Bank`)
to manage the capital raising. The issue of the preference shares has been
underwritten by Standard Bank.
2.2 Conditions precedent to the capital raising
The capital raising is subject, inter alia, to the fulfillment of the following
conditions precedent:
- the passing by Mvela shareholders of all necessary ordinary and special
resolutions required to create and issue the preference shares;
- the registration of the relevant special resolutions by the Registrar of
Companies; and
- the requisite approvals of the regulators, including the granting by the JSE
of a listing of the preference shares.
2.3 Circular to shareholders
A circular containing, inter alia, further details in relation to the capital
raising, including the terms for conversion of the preference shares, and a
notice of general meeting of Mvela shareholders to approve the capital raising,
will be posted to Mvela shareholders in due course.
3. CAUTIONARY ANNOUNCEMENT
Shareholders are advised that in addition to and apart from the capital raising,
Mvela is currently involved in negotiations in respect of a transaction which,
if successfully concluded, could affect the price of Mvela shares.
Shareholders are accordingly advised to exercise caution when dealing in Mvela
shares until a further announcement in respect of such proposed transaction is
made.
Sandton
8 September 2005
Investment bank and transaction sponsor: STANDARD BANK
Lead sponsor: DEUTSCHE SECURITIES
Attorneys: WERKSMANS
Auditors and reporting accountants: PKF
Date: 08/09/2005 08:59:20 AM
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