| Fri 10 Mar 2006, 10:04 | | Elexir - Revised announcement on the terms and con |
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ELX
ELX
Elexir - Revised announcement on the terms and conditions of the acquisition of
PSV Holdings
Elexir Technology Holdings Limited
(The name of which is to change to PSV Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1998/004365/06)
(JSE code: ELX)
(ISIN: ZAE0000166663)
("Elexir" or "the company")
REVISED ANNOUNCEMENT ON THE TERMS AND CONDITIONS OF THE ACQUISITION OF PSV
HOLDINGS LIMITED RESULTING IN THE REVERSE TAKE-OVER OF ELEXIR AND RELATED
MATTERS
1. Introduction
Shareholders are advised that further to the detailed announcement dated 7
February 2006, certain of the terms and conditions of the acquisition by
Elexir of 100% of the entire issued share capital and shareholders loan
claims in PSV Holdings Limited ("PSV Holdings") from the PSV vendors ("the
acquisition"), in terms of the Sale of Shares agreement dated 6 February
2006, as well as related matters have been amended. The amendment to the
Sale of Shares agreement, dated 2 March 2006, regarding the settlement of
the purchase consideration, is set out in paragraph 2.2 below.
In addition to the above amendments, certain of the terms and conditions of
the acquisition by PSV Holdings of 100% of the entire issued share capital
of the Colvic Petroleum Products (Proprietary) Limited"s ("Colvic")
subsidiaries from the Colvic vendors for a purchase consideration of
approximately R79 million, in terms of the Sale of Shares agreement dated 7
December 2005, have also been amended. The revised terms and conditions are
set out in paragraph 2.2 below.
2. Amended terms and conditions of the acquisition
2.1 Amended terms of the acquisition
Subject to the approval of shareholders, Elexir will acquire, with
effect from 1 March 2006, 100% of the issued shares and shareholders
loan claims in PSV Holdings. The purchase consideration of R150
million will be settled by the issue of:
* 114 000 000 new no par value ordinary shares at an issue price of
R1.00 per share on listing;
* not more than 18 000 000 new no par value ordinary shares at an
issue price of R1.00 per share on completion of the 28 February
2006 PSV Holdings audit and subject to a profit after taxation
("PAT") of R10.5 million being achieved; and
* not more than 18 000 000 new ordinary shares of no par value at
an issue price of R1.00 per ordinary share, on completion of the
28 February 2007 PSV audit, and subject to a PAT of R12.6 million
being achieved to the PSV vendors.
2.2 Amended terms of the Colvic acquisition
The amended terms and conditions of the Colvic acquisition are as
follows:
Share portion
(new no par
value shares
in the Total
Cash company on Profit consideration
portion the warranty Issue R
R assumption price
issued at
R1.00 per
share)
R
14 454 160 22 931 493 None R1.00 per 37 385 653
share
10 057 847 12 651 600 PAT as at 28 R1.00 per 22 709 447
February share
2006 not
less than
R6 082 500
9 488 700 9 488 700 PAT as at 28 Higher of 18 977 400
February R1.00 per
2007 not share or
less than the 30
R12 165 000 day
weighted
average
price to
28/2/2007
34 000 707 45 071 793 79 072 500
2.3 Specific issue of shares
The specific issue of shares, totalling 57 500 000 new no par value
shares, is to be issued as follows:
* 55 000 000 no par value shares at an issue price of 80 cents per
share to selected investors, for cash, totalling R44 million; and
* 2 500 000 no par value shares at an issue price of 80 cents per
share to Exchange Sponsors (Proprietary) Limited ("Exchange
Sponsors"), in lieu of their fees, totalling R2 million.
2.4 Financial effects of the share restructure, the acquisition and the
specific issue of shares
The reviewed pro forma financial effects set out in the table below
are the responsibility of the company"s directors and have been
prepared for illustrative purposes only to show how the acquisition
may have affected Elexir"s results for the six months ended 31 August
2005, based on the assumption that:
* for the purpose of calculating the earnings per share ("EPS") and
headline earnings per share ("HEPS") as if the acquisition was
implemented on 1 March 2005 for the 6 months to 31 August 2005;
* for the purpose of calculating the net asset value ("NAV") and
net tangible asset value ("NTAV") per ordinary share, the
acquisition was effected on 31 August 2005.
Both Elexir and PSV Holdings reported their interim results in terms
of IFRS. Because of their nature, the pro forma financial effects may
not fairly reflect Elexir"s financial position after the acquisition,
the issues of shares, the specific issue of shares and the share
capital restructure.
Before After share After the % After the %
(1) consolidation acquisition Change acquisition, Change
and the issues of
issues of shares and
shares(3) specific
issue of
shares
(4)
EPS
(cents) (0.79) (79.00) 3.68 > 100% 2.62 > 100%
Fully
diluted
EPS
(cents) (0.79) (79.00) 2.58 > 100% 2.01 > 100%
HEPS
(cents) (0.07) (7.00) 5.98 > 100% 4.25 > 100%
Fully
diluted
HEPS
(cents) (0.07) (7.00) 4.19 > 100% 3.26 > 100%
NAV per
ordinary
share
(cents) (0.23) (23.00) 141.24 > 100% 121.42 > 100%
Fully
diluted
NAV per
share
(cents) (0.23) (23.00) 98.62 > 100% 92.98 > 100%
NTAV per
ordinary
share
(cents) (0.23) (23.00) (12.67) > 100% 12.51 > 100%
Fully
diluted
NTAV per
share
(cents) (0.23) (23.00) (8.85) > 100% 9.58 > 100%
Weighted
average
number of
shares in
issue
(`000)(2) 223 128 2 231 70 697 99 447
Weighted
average
fully
diluted
number of
shares in
issue
(`000)(2) 223 128 2 231 100 767 129 517
Ordinary
shares in
issue
(`000)(2) 223 128 2 231 139 162 196 662
Fully
diluted
ordinary
shares in
issue
(`000)(2) 223 128 2 231 199 303 256 803
Notes:
1. Extracted from the reviewed interim results of Elexir for the six
months ended 31 August 2005. The shares in issue as at 31 August
2005 was 223 127 999.
2. The "before" column reflects the number of ordinary shares before
the acquisition, issues of shares, the specific issue of shares
and the conversion of the shares in issue on a 100:1 basis. The
"after share consolidation" column reflects the number of
ordinary shares after the conversion of the shares in issue on a
100:1 basis, but before the acquisition, issues of shares and the
specific issue of shares. The "after acquisition" column
reflects the number of ordinary shares after the acquisition,
issues of shares and the conversion of the shares in issue on a
100:1 basis and the "after acquisition and the specific issue of
shares" column includes the specific issue of shares for cash for
the 6 months ended 31 August 2005.
3. PSV Holdings" pro forma profit after tax for the six months ended
31 August 2005 of R4.4 million has been included, which includes
the audited results of Groupline and Colvic for the six months
ended 31 August 2005. The number of shares issued in terms of the
acquisition and the issues of shares are based on 136 931 493,
consisting of the 114 000 000 new no par value shares to be
issued to the PSV vendors at an issue price of R1.00 per share
and 22 931 493 new no par value ordinary shares to be issued to
the Colvic vendors at an issue price of R1.00 per share on day of
listing. The fully diluted weighted average number of shares in
terms of the acquisition and issues of shares are based on 197
071 793, consisting of 150 000 000 new no par value shares to be
issued to the PSV vendors at an issue price of R1.00 per share,
on the assumption that all profit warranties have been met, 2 000
000 new no par value shares to be issued to the Groupline vendor
at an issue price of R1.00 per share, on the assumption that all
profit warranties have been met, and 45 071 793 new no par value
shares to be issued to the Colvic vendors at an issue price of
R1.00 per share, on the assumption that all profit warranties
have been met.
4. The assumption was made that the specific issue of shares
amounting to R46 million less the listing expenses of
approximately R3.8 million earned no interest as the cash was
applied to settle the cash portion of the purchase considerations
due within the first 6 months after listing and working capital
requirements.
5. The NTAV has been reduced by R214.2 million due to the goodwill
arising on the acquisition and the acquisitions of Groupline and
Colvic.
2.5 Conditions precedent
The implementation of the acquisition, the issues of shares and the
specific issue of shares is subject to:
* the Sale of Shares Agreement, which is subject to the fulfilment
of the conditions precedent set out hereunder, becoming
unconditional and being implemented;
* a waiver by Elexir"s shareholders in general meeting of any
requirements for the PSV vendors to make a mandatory offer in
terms of the SRP Code to any Elexir shareholder by no later than
31 May 2006; and
* such special and ordinary resolutions as are required for the
implementation of the various transactions being duly passed at
the general meeting and the special resolutions being registered
by Companies and Intellectual Property Registration Office
("CIPRO") by no later than 31 May 2006.
4. Salient dates and times
2006
Circular posted to shareholders Friday, 10 March
Last day to lodge forms of proxy in respect of the
general meeting by 09:00 on Friday, 31 March
The general meeting at 09:00 Tuesday, 4 April
Results of the general meeting released on SENS on Tuesday, 4 April
Results of the general meeting published in the
press on Wednesday, 5 April
Last day to trade in the name of Elexir Technology
Holdings Limited Thursday, 20 April
Shares will trade in the new share name with ISIN
ZAE 000078705 and the JSE share code PSV, together
with the shares issued in terms of the acquisition Friday, 21 April
Record date Friday, 28 April
Dematerialised shareholders will have their
accounts at the CSDP or broker updated on Tuesday, 2 May
Certificated shareholders will have new
certificates in the name of PSV Holdings Limited
posted by registered post, provided their old share
certificates have been surrendered by 12:00 on
Friday, 28 April 2006, on or about (otherwise
within five business days after receipt of such old
share certificates) Tuesday, 2 May
Notes:
1. The above dates and times are subject to amendment. Any such
amendment will be released on SENS and published in the press.
2. All times indicated are South African times.
3.S hare certificates in the name of Elexir may not be dematerialised
or rematerialised after Thursday, 20 April 2006.
5. General meeting
A general meeting of shareholders of Elexir will be held at 39 First Road,
Hyde Park at 09:00 on Tuesday, 4 April 2006, to consider the proposed
resolutions necessary to effect the acquisition, the matters related
thereto and the additional matters.
6. Circular and revised listing particulars
A circular and revised listing particulars, providing information on the
acquisition and related matters and incorporating a notice to convene a
general meeting, were posted today.
Hyde Park
10 March 2006
Sponsor: Exchange Sponsors (Proprietary) Limited
Date: 10/03/2006 10:04:15 AM Produced by the JSE SENS Department
