| Mon 18 Apr 2005, 17:47 | | Creditvision/ Verimark - Company Announcement |
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Creditvision/ Verimark - Company Announcement
CREDITVISION HOLDINGS LIMITED
(formerly Nova Education and Technology Holdings Limited)
(the name of which it is proposed to change to Verimark Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/006957/06)
Share code: CDT ISIN: ZAE000053492
(`Creditvision` or `the company`)
VERIMARK HOLDINGS
(PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/006800/07)
(`Verimark`)
- ACQUISITION by creditvision OF THE ENTIRE ISSUED SHARE CAPITAL OF VERIMARK
AND CLAIMS ON LOAN ACCOUNT AGAINST VERIMARK
- RESTRUCTURING OF THE SHARE CAPITAL OF THE COMPANY
- CHANGE OF NAME OF CREDITVISION TO VERIMARK HOLDINGS LIMITED
- CHANGE OF CONTROL OF CREDITVISION AND OFFER TO CREDITVISION SHAREHOLDERS
- RECONSTITUTION OF THE BOARD OF DIRECTORS OF THE COMPANY
- TRANSFER OF THE LISTING OF THE COMPANY TO THE MAIN BOARD OF THE JSE
SECURITIES EXCHANGE SOUTH AFRICA
- RENEWAL OF CAUTIONARY
1. INTRODUCTION
1.1 Further to the cautionary announcement of the company dated 4 March 2005,
PSG Capital Limited is authorised to announce that an agreement (`the
agreement`) has been concluded between the trustees of the Van Straaten Family
Trust and Prime Rentals Close Corporation (collectively, `the sellers`) and
Creditvision, in terms of which Creditvision will acquire from the sellers all
the shares in and claims on loan account against Verimark in consideration for
the issue of Creditvision shares at an aggregate issue price of R300 million
(`the acquisition`).
1.2 The purpose of this announcement is to inform Creditvision shareholders
of the terms and conditions of the acquisition as well as various related
transactions and corporate actions (all the transactions and corporate actions
contemplated in this announcement hereafter, collectively, referred to as `the
transactions`).
2. RESTRUCTURING OF THE SHARE CAPITAL OF THE COMPANY
2.1 It is proposed to consolidate the company`s authorised and issued share
capital on the basis of 3-for-100 by the consolidation of every 100 shares
with a par value of 0,01 cent each into 3 shares with a par value of 0,3333
cent each (`the consolidation`).
2.2 Creditvision currently has and will have, after the consolidation,
insufficient unissued authorised shares to settle the consideration for the
acquisition as set out in 3.3.2 below and for any possible future
acquisitions. It is therefore proposed that the authorised share capital of
Creditvision, after the consolidation, be increased by the creation of 185 000
000 new ordinary shares with a par value of 0,3333 cent each.
3. ACQUISITION by creditvision OF THE ENTIRE ISSUED SHARE CAPITAL of vErimark
and CLAIMS on loan account AGAINST VERIMARK
3.1 Verimark
Verimark was founded in 1977 and has since become one of the most recognised
and trusted brands in Southern Africa. Verimark sources and develops unique,
superior quality products in the housewares, health and fitness, DIY,
automotive and beauty ranges and produces highly effective direct response TV
commercials and other marketing and promotional materials. Verimark
distributes its merchandise through the mass retail stores and its 65 company
owned and franchise stores, by way of an integrated marketing strategy. It has
also built up international distribution in more than 40 countries.
3.2 Rationale for the acquisition
The reverse listing of Verimark into Creditvision will give the shareholders
of Creditvision the opportunity to participate in the growth prospects of a
truly entrepreneurial enterprise that has become a household name in South
Africa. In addition, the listing will afford Verimark the opportunity to
enhance its status and further raise its profile in the local and
international markets.
3.3 Salient terms and conditions of the acquisition
3.3.1 Subject to the fulfilment of the suspensive conditions set out in 11
below (`the suspensive conditions`), Creditvision will acquire from the
sellers, with effect from the last business day of the calendar month in which
the last of the suspensive conditions is fulfilled and/or waived (`the
effective date`), all the shares in and claims on loan account against
Verimark.
3.3.2 The aggregate consideration for the acquisition is R300 000 000 (`the
purchase price`), payable by the issue by Creditvision of 120 000 000 ordinary
shares (`the consideration shares`) at an issue price of 250 cents per share
(7,5 cents per share prior to the consolidation).
3.3.3 Mr M J van Straaten, Executive Chairman of Verimark and, respectively,
controlling member and trustee of the sellers, will enter into a service
contract with the company and, for no additional consideration, provide a
restraint of trade undertaking in favour of the company.
3.3.4 The terms of the acquisition include limited warranties as would
ordinarily be required in a transaction of this nature, taking into account
that the parties have conducted substantial due diligence investigations into
each others` business affairs and activities.
3.3.5 The sellers will renounce their rights in respect of 75 104
500 of the consideration shares in favour of institutional and other selected
investors for a cash consideration of 250 cents per share (`the vendor placing
shares`), the sellers retaining 44 895 500 shares (`the retention shares`).
4. CHANGE OF CONTROL OF CREDITVISION AND OFFER TO CREDITVISION SHAREHOLDERS
4.1 After implementation of the acquisition and the issue of shares for cash
as referred to in 6 below, the retention shares will constitute 35% of
Creditvision`s increased issued share capital.
4.2 In terms of the Securities Regulation Code on Take-overs and Mergers of
the Securities Regulation Panel (`the SRP`), the vesting of 35% of the
company`s issued shares in the sellers constitutes a change of control of the
company and an `affected transaction`, obliging the sellers to extend an offer
to Creditvision shareholders to acquire their shares.
4.3 Accordingly, after the fulfilment of the suspensive conditions, the
sellers will extend a mandatory offer to Creditvision shareholders to acquire
their Creditvision shares for a cash consideration of 250 cents per
consolidated share (`the offer`).
4.4 Creditvision shareholders holding 81,7% of the currently issued share
capital of Creditvision have irrevocably undertaken to decline the offer.
4.5 The SRP has been furnished with confirmation that sufficient cash
resources will be available to the sellers to implement the offer.
5. CHANGE OF NAME
To better reflect the changed nature and profile of the company`s business
and corporate identity after the implementation of the acquisition, it is
proposed that Creditvision changes its name to `Verimark Holdings Limited` or
such other name as the Registrar of Companies may approve.
6. SPECIFIC ISSUE OF SHARES FOR CASH
It is proposed that Creditvision raise an amount of R10 000 000 by way of a
specific issue of Creditvision shares for cash to institutional investors at
an issue price of 250 cents per consolidated share (`the cash issue`). Such
amount will be used to defray costs arising from the transactions.
7. RECONSTITUTION OF THE BOARD OF DIRECTORS OF CREDITVISION
It is proposed that, upon fulfilment of the suspensive conditions, the board
of directors of the company will be reconstituted to reflect the changed
nature of the business and new controlling shareholder.
8. FINANCIAL EFFECTS
At 28 February 2005, the audited net assets of Verimark were R34 087 535 and
for the financial year ended 28 February 2005, the audited attributable
profits were R29 123 929. The effects of the acquisition and the cash issue on
the financial position and results of Creditvision will be published on SENS
and in the press as soon as the audited financial results of Creditvision for
the year ended 28 February 2005 become available.
9. GENERAL MEETING OF CREDITVISION SHAREHOLDERS
9.1 A general meeting of Creditvision shareholders will be convened (`the
general meeting`) for the purposes of considering and, if deemed fit, passing
the necessary ordinary and special resolutions to:
9.1.1 approve the acquisition;
9.1.2 approve and implement the consolidation;
9.1.3 increase Creditvision`s authorised share capital;
9.1.4 approve and authorise the cash issue as a specific issue of shares for
cash;
9.1.5 change the company`s name to Verimark Holdings Limited; and
9.1.6 adopt a new share incentive scheme for the company.
9.2 Creditvision shareholders holding 81,7% of Creditvision`s currently
issued share capital have irrevocably undertaken to vote all their
Creditvision shares in favour of all resolutions to be proposed at the general
meeting.
10. LISTING ON THE JSE SECURITIES EXCHANGE SOUTH AFRICA
Application will be made to the JSE Securities Exchange South Africa (`the
JSE`):
10.1 for the transfer of the listing of Creditvision in the Venture Capital
sector to the Cyclical Services - `General Retailers` sector of the JSE list
with effect from a date immediately after the effective date; and
10.2 for the listing of the consideration shares and the cash issue shares
with effect from a date immediately after the effective date.
11. SUSPENSIVE CONDITIONS
The implementation of each of the transactions is subject to:
11.1 the agreement becoming unconditional and being implemented;
11.2 such approvals as may be necessary being obtained from the SRP and the
JSE;
11.3 the JSE granting listings for the consideration shares and the cash
issue shares;
11.4 such ordinary and special resolutions as are required for the
implementation of each of the transactions being duly passed at the general
meeting and the special resolutions being registered by the Registrar of
Companies;
11.5 irrevocable written undertakings being obtained from institutional and
selected investors to subscribe for the vendor placing shares; and
11.6 the acquisition being unconditionally approved by the Competition
Authorities or approved subject to such conditions as will be acceptable to
Creditvision, the sellers and Verimark.
12. CIRCULARS TO CREDITVISION SHAREHOLDERS
12.1 The following circulars to Creditvision shareholders are being prepared
and will, subject to JSE and SRP approvals, be posted to Creditvision
shareholders in due course:
12.1.1 a circular containing details of the transactions, incorporating a
notice of the general meeting and revised listing particulars of Creditvision;
and
12.1.2 after the fulfilment of the suspensive conditions, a circular
regarding the offer.
13. FURTHER ANNOUNCEMENTS AND CAUTIONARY
13.1 Further press announcements providing information on, inter alia:
13.1.1 the date of the general meeting; and
13.1.2 the opening and closing dates of the offer,
will be published on SENS and in the press in due course.
13.2 In terms of the Listings Requirements of the JSE (`the Listings
Requirements`), the acquisition is viewed as a `reverse take-over` and
consequently Creditvision is required to prepare a Category 1 circular and
listing particulars as though Creditvision is a new applicant. As required by
the Listings Requirements, Creditvision shareholders are warned that it is
uncertain, at this stage, whether or not the JSE will allow Creditvision`s
listing to continue following implementation of the acquisition.
13.3 In the interim and until the financial effects of the acquisition and
the cash issue, as referred to in 8 above are published, shareholders are
advised to continue to exercise caution in dealing in their Creditvision
shares.
Johannesburg
18 April 2005
Lead sponsor and joint corporate adviser
PSG Capital
Joint sponsor and joint corporate adviser
River Group
Legal advisers
Jowell Glyn & Marais
