| Fri 20 Jan 2006, 16:00 | | Moribo Leisure Limited - Important dates relating |
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MRB
MRB
Moribo Leisure Limited - Important dates relating to the reverse take-over
of the company and abridged revised listing particulars of the company
Moribo Leisure Limited
(which is to be renamed IFA Hotels & Resorts Limited)
(Incorporated in the Republic of South Africa)
JSE code: MRB ISIN : ZAE000014023
(Registration number 1919/001318/06)
("the company" or " Moribo")
Important dates relating to the reverse take-over of the company and
abridged revised listing particulars of the company
1. Introduction
Further to the announcements dated 9 September 2005, 22 December 2005 and 16
January 2006, shareholders are advised that all ordinary and special
resolutions proposed at the general meeting held on Monday 16 January 2006
relating to the implementation of the acquisition by the company of all of
the issued shares and portions of the shareholders" loan accounts in IFA
Zimbali Lodge (Pty) Limited ("IFA Zimbali") and all of the issued shares in
IFA Hotels & Resorts (South Africa) (Pty) Limited ("IFA Hotels") from IFA
Hotels & Resorts K.S.C.C. ("IFA Kuwait"), a Kuwaiti-based real estate
company, as a reverse take-over ("the reverse take-over") were passed
without modification and that the company is in the process of registering
the special resolutions.
Subject to the completion of such registration process, the company will be
implementing the reverse take-over as well as various transactions
associated with the reverse takeover including:
- the repurchase and cancellation of the 677 843 shares held by the trust
which governs the company"s share incentive scheme ("the repurchase and
cancellation") and the termination of such scheme;
- the distribution of all of the securities in all of the Moribo
subsidiaries, which have not been wound-up and de-registered, to
shareholders as a dividend in specie ("the dividend in specie")
The dividend in specie is expected to comprise, for every 100 shares held in
the company:
a) 0.00018 shares in each of Viva Games (Pty) Limited, Moribo Video Gaming
Holdings (Pty) Limited, Moribo Video Gaming Mpumalanga (Pty) Limited and
Movement Marketing (Pty) Limited; and
b) 0.01833 shares in Games Africa (Pty) Limited; and
c) 0.00953 shares in Botha Gardens (Pty) Limited;
the distribution of all of the company"s excess cash to its shareholders as
a dividend ("the dividend"). (Shareholders are reminded that the quantum of
the dividend cannot be established as yet as the company is in the process
of resolving a Value-Added Tax ("VAT") liability as well as settling and/or
recovering certain bad debts. As soon as the company has clarity on the
quantum of the dividend, an announcement will be made.);
(d) the change of name of the company to IFA Hotels & Resorts Limited ("the
name change"); and
(e) the consolidation of the company"s shares on a one-for-10 basis ("the
consolidation").
2. Important dates
Shareholders are advised of the following important dates relating to the
repurchase and cancellation, the dividend, the dividend in specie, the name
change, the consolidation and the issue of shares in the company in terms of
the reverse take-over. Should the registration of the special resolutions
referred to in paragraph 1 above not be completed by 3 February 2006, a
further announcement amending these important dates will be made on 3
February 2006.
Cancellation of the listing on the JSE Limited
("JSE") of 677 843 shares in the company in terms
of the repurchase and cancellation from Monday 30 January
Relevant dates for the dividend and the dividend
in specie
Last day to trade in order to participate in the Friday 10 February
dividend and the dividend in specie
Shares commence trading ex dividend and ex Monday 13 February
dividend in specie
Record date for the dividend and the dividend in Friday 17 February
specie
Payment date for the dividend in specie and share
certificates in respect of shareholders"
entitlements to securities in the company"s Monday 20 February
subsidiaries posted
Relevant dates for the consolidation, the name
change and the listing of the shares to be issued
in terms of the reverse take-over
Last day to trade in unconsolidated shares under Friday 24 February
the old name "Moribo Leisure Limited"
Consolidated shares under the new name of IFA
Hotels & Resorts Limited listed on the JSE in the
Hotels and Leisure sector under the new ISIN of
ZAE000075669 and new short name of IFH and
shareholders entitled to trade new (consolidated) Monday 27 February
shares
Listing of the 212 755 413 consolidated shares
issued in terms of the reverse take-over on the Monday 27 February
JSE on
Record date for the consolidation and the name Friday 3 March
change
Shareholders" safe custody accounts with their
CSDP or broker updated with the consolidation and Monday 6 March
name change on
New share certificates reflecting the
consolidation and the name change posted if
received on or before 12h00 on Friday 3 March
2006 on Monday 6 March
(or if received thereafter within five business
days of receipt by the transfer secretaries of
existing share certificates)
Notes:
a) Moribo share certificates may not be dematerialised between Monday 13
February and Friday 17 February 2006, both dates inclusive.
b) Share certificates in issue prior to the consolidation and reflecting the
existing name of the company (Moribo Leisure Limited) may not be
dematerialised or rematerialised after Friday 24 February 2006.
c) The abovementioned dates and times may be changed. Any such change will
be published on SENS and, where required, in the press.
3. Abridged revised listing particulars
These abridged revised listing particulars do not comprise an invitation to
the public to subscribe for shares in the company, but are issued in
compliance with the Listings Requirements of the JSE ("Listings
Requirements") in order to provide shareholders and investors with
additional information on the company as it will exist after the reverse
take-over. This information has been extracted from the revised listing
particulars which were included in the circular to shareholders relating to
the reverse take-over dated 22 December 2005 ("the circular").
a) Incorporation and history of the company
The company was incorporated in South Africa as The Union Cold Storage of
South Africa Limited on 8 October 1919. It changed its name to Opus
Investments Limited on 14 March 1994 and to Moribo Leisure Limited on 10
December 1997.
The company used to operate, manage and invest in gaming, entertainment and
leisure activities. The company has disposed of all of these investments
and, prior to the implementation of the reverse take-over, it will have
distributed all of the shares in its subsidiaries as the dividend in specie.
The company has no active businesses or operations and is simply a cash
shell listed in the Gaming sub-sector of the JSE lists.
Subsequent to the implementation of the reverse take-over, the company will
hold all of the issued shares in IFA Hotels and all of the issued shares and
portions of the shareholders" loan accounts in IFA Zimbali.
IFA Hotels was incorporated in South Africa on 26 September 2003. IFA
Hotels invests in and develops land, apartments, hotels and timeshare
resorts and has been engaged in this business since it commenced trading in
November 2003.
IFA Zimbali was incorporated in South Africa on 29 March 2004. IFA Zimbali
is a hotelier and engages in related services and has been engaged in this
business since 13 August 2004.
Subsequent to the reverse take-over, the company will be listed in the
Leisure and Hotels sub-sector of the JSE lists.
b) Nature of business
The company and the group will be broadly engaged in the development of
tourism projects, hotels and resorts in South Africa.
IFA Zimbali is the owner of Zimbali Lodge which is operated by Sun
International Management Limited. It is a magnificent 5-star boutique hotel
with 76 luxurious rooms to be expanded in 2007/8 with an additional 20 rooms
and is rated by Conde Naste Traveller magazine as one of the top hotels in
the world. Zimbali Lodge is located amongst indigenous semi-tropical
gardens, and overlooks the signature hole of the scenic Tom Weiskopf-
designed championship golf course, the magnificent lakes and conservation
area and the Indian Ocean beyond.
In 2003, IFA Hotels formed a joint venture with Moreland-Zimbali Resorts
(Pty) Limited ("Moreland"), a subsidiary of Moreland Developments (Pty)
Limited, to develop the Zimbali Coastal Resort and the future Zimbali Lakes
development located on KwaZulu-Natal North Coast. The Zimbali Coastal
Resort covers 3.7 million square meters (370 hectares) of coastal forest
estate with 3.5km of coastline. The Zimbali Lakes development covers 3
million square meters (300 hectares) and is adjacent to the Zimbali Coastal
Resort. IFA Hotels is responsible for the sales and marketing and Moreland
is responsible for the technical and development functions of the joint
venture.
c) Directors
i) Details of directors
The full names, ages, roles and business addresses of the individuals who
will be the directors of the company are outlined below:
Full Name Age Role Business Address
Jassim Mohamed Al- 63 Non Al Salhiya Complex,
Bahar* Executive Gate 1, Floor 5
Chairman (P O Box 4694 Zip Code
13047, Safat-Kuwait)
Talal Jassim Mohamed Al-27 Chief Al Salhiya Complex,
Bahar* Executive Gate 1, Floor 5
Officer (P O Box 4694 Zip Code
13047, Safat-Kuwait)
James A M Wilson# 48 Executive Dubai Media City, Boutique
Office, Villa No. 6
Phillip Guy Rene de 49 Executive 3rd Floor, Momentum House,
Sylva 125 Prince Alfred Street,
Durban, 4001
Vusumuzi Mhlawuleni 35 Executive 3rd Floor, Momentum House,
Nkosi 125 Prince Alfred Street,
Durban, 4001
Gregory Errol Larson 53 Non 3rd Floor, Momentum House,
Executive 125 Prince Alfred Street,
Durban, 4001
*Kuwaiti
#British
All directors are South African citizens unless stated otherwise.
ii) Directors" responsibility statement
The directors of the company listed in paragraph i) above have considered
all statements of fact and opinion in the revised listing particulars
published as part of the circular, and accept, collectively and
individually, full responsibility for the accuracy of such statements and
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 revised listing particulars
false or misleading, and that all reasonable enquiries to ascertain such
facts have been made and that the revised listing particulars contain all
information required by the Securities Regulation Panel and the Listings
Requirements.
d) Share capital
The authorised and issued share capital of the company, after the
implementation of the reverse take-over, is set out below:
Number of shares R"000
Authorised ordinary shares 500 000 000 5 000
of 1 cent each
Issued ordinary shares of 1 218 210 680 2 182
cent each
Share premium 186 023*
*The share premium has been calculated on the assumption that the 212 755
413 consolidated shares issued in terms of the reverse take-over are issued
at a price of 49.43 cents each
e) Controlling shareholder
IFA Kuwait will be disposing of 27 276 335 (consolidated) shares which are
to be issued to it in terms of the reverse take-over to public shareholders,
as defined in the Listings Requirements. Subsequent to such disposal, IFA
Kuwait will hold 185 479 078 (consolidated) shares amounting to an 85%
controlling interest in the company.
f) Financial information
The unaudited pro forma income statement and balance sheet of the company
for the six month period ended 30 June 2005, showing the effects of the
repurchase and cancellation, the consolidation, the dividend, the dividend
in specie and the reverse take-over are set out below. The directors listed
in paragraph c) above are responsible for the preparation of such unaudited
pro forma income statement and balance sheet.
The unaudited pro forma income statement and balance sheet are provided for
illustrative purposes only and, because of their pro forma nature, may not
give a fair reflection of the results and financial position of the company.
It has been assumed for purposes of the unaudited pro forma income statement
that the repurchase and cancellation, the consolidation, the dividend, the
dividend in specie and the reverse take-over took place with effect from 1
January 2005 and at 30 June 2005 for balance sheet purposes. It was assumed
that all liabilities, including a potential VAT liability, had been settled,
all assets realised and any surplus cash and all interests held in the
company"s subsidiaries distributed as the dividend and the dividend in
specie respectively. The pro forma income statement and balance sheet of
the company therefore comprise the consolidated audited income statements
and balance sheets of IFA Zimbali and IFA Hotels for the six month period
ended 30 June 2005.
Unaudited pro forma income statement
Six months ended 30 June 2005 (R"000)
Continuing operations
Revenue 55,458
Operating profit 17,272
Investment income 3,243
Finance costs (4,308)
Operating profit before taxation 16,208
Taxation (3,911)
Profit for the period 12,297
Headline earnings per share (cents) 5.64
Earnings per share (cents) 5.64
Weighted average number of shares in 218,210,680
issue
Unaudited pro forma balance sheet
30 June 2005 (R"000)
ASSETS
Non-current assets 89,306
Property plant and equipment 82,006
Investments 7,300
Current assets 191,352
Inventory 79,784
Accounts receivable and other debtors 57,896
Loan receivables 984
Cash and cash equivalents 52,688
Total assets 280,658
EQUITY AND LIABILITIES
Capital and reserves 105,172
Non-current liabilities 111,818
Interest bearing loans 102,065
Deferred tax 9,753
Current liabilities 63,668
Accounts payable 18,382
Taxation 835
Advance deposits 302
Deferred revenue 43,540
Loan payable 33
Provisions 576
Total equity and liabilities 280,658
Net asset value per share (cents) 48.20
Net tangible asset value per share
(cents) 48.20
Number of shares in issue 218,210,680
The company intends to change its financial year end from 31 December to 30
June, which is the year end for both IFA Hotels and IFA Zimbali.
g) Copies of the revised listing particulars
Copies of the circular including the revised listing particulars may be
obtained during normal business hours until Monday 6 March 2006 at the
office of the transfer secretaries of the company, Computershare Investor
Services 2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street,
Johannesburg 2001.
Johannesburg
20 January 2006
Deal Originator and Corporate Advisor to IFA Kuwait
BDO Spencer Steward Capital (Pty) Ltd
Transactional Sponsor to Moribo
QuestCo (Pty) Ltd
Reporting Accountants and Auditors for IFA Hotels and IFA Zimbali
BDO Spencer Steward (KZN) Inc.
Legal Advisors to IFA Kuwait
Larson Falconer Incorporated
Date: 20/01/2006 04:00:09 PM Produced by the JSE SENS Department
