| Thu 20 Apr 2006, 16:30 | | PSV Holdings Limited - Abridged Revised Listing Pa |
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PSV Holdings Limited - Abridged Revised Listing Particulars
PSV Holdings Limited
(Formerly Elexir Technology Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1998/004365/06)
(JSE code: PSV)
(ISIN: ZAE000078705)
("PSV" or "the company")
ABRIDGED REVISED LISTING PARTICULARS
The abridged revised listing particulars is not an invitation to the public to
subscribe for shares in PSV, but is issued in compliance with the Listings
Requirements of the JSE Limited ("JSE") for information purposes only. The
information in the abridged revised listing particulars has been extracted from
the full revised listing particulars issued on 10 March 2006, which is available
as set out in paragraph 8. At the date of listing, the authorised share capital
of PSV comprises 1 000 000 000 no par value ordinary shares and the issued share
capital, after a specific issue of 55 000 000 ordinary shares at 80 cents per
share for cash, comprises 196 662 773 no par value ordinary shares.
1. Introduction, incorporation and history
1.1 PSV Services was founded in 1988 by two entrepreneurs, Abie Da Silva and
Peter Robinson, who identified the opportunity to deliver pumps and valves to
mines and other industrial companies requiring products to regulate the flow of
water and other fluids (contaminated water from mines, fuel, etc.). PSV Services
was bought by Setpoint Technologies Limited ("Setpoint") in 1997 and formed a
major part of Setpoint"s listing in 1997, as a trading division. Early in 2000,
through an MBO, Abie and Peter bought PSV Services from Setpoint.
1.2 Abie and Peter started up various individual businesses manufacturing,
supplying and servicing pumps, valves and other process control products. PSV
acquired Groupline Projects (Pty) Limited ("Groupline") effective 1 September
2005 which expanded PSV"s business as a specialist ceramic and glass lining
supplier. PSV formed a wholly-owned subsidiary, Colvic Petroleum Products (Pty)
Limited ("Colvic Petroleum Products"), which acquired Petro Logic (Pty) Limited
("Petro Logic"), Colvic Marketing & Engineering (Pty) Limited ("Colvic Marketing
& Engineering"), Tseba Construction (Pty) Limited ("Tseba") and PCS Foundry
(Pty) Limited ("PCS")(collectively, "Colvic"), effective 1 September 2005. The
acquisition of Colvic extends PSV"s offering to the petrochemical industry.
Colvic"s focus area is the manufacturing, supply, installation and maintenance
of fuel handling systems at service station forecourts and fuel depots. Colvic
also provides consulting and project management services to its customers, which
include three of the five fuel suppliers in South Africa.
2. NATURE OF PSV"s BUSINESS
PSV focuses on the provision of flow control products, services and
electromechanical solutions to the mining, petrochemical and water and waste
management sectors in South Africa and in Africa.
PSV"s product offering has extended from providing pumps and valves to its
customers to positioning the company to implement larger projects that address
customers" requirements. The company has also established an in-house
capability for the manufacturing and refurbishment of pumps, fuel handling
systems and other components, a highly lucrative business with substantial
profit margins.
PSV has succeeded in establishing a loyal customer base in its 18 years of
operation. The provision of a reliable support service has ensured that many of
the customers have remained in its stable during this time. With the delivery of
products to its various customers, PSV was approached for the delivery of total
solutions to customers in neighbouring countries. The acquisition of Colvic
expands the customer support base, with most of the service station forecourts.
A description of each of PSV subsidiaries is detailed below.
2.1 PSV Services (Pty) Limited ("PSV Services")
PSV Services supplies pumps, pump spares and valves to all industries in Africa.
The company has mechanical and electrical contract capabilities to complete
fluid handling contracts all over Africa. PSV Services" customers are large
reputable international based companies.
2.2 PSV Thuthuka (Pty) Limited ("Thuthuka")
Thuthuka is a supplier of ultra violet stabilised poly vinyl chloride pipes and
fittings to the water industry in South Africa.
2.3 Groupline
Groupline allows PSV Holdings to provide ceramic and glass based lining products
that change the flow characteristics of coal and similar materials. Groupline"s
customers consist of large industrial companies.
2.4 OmniRapid Mining and Industrial Supplies (Pty) Limited ("OmniRapid")
OmniRapid supplies mining and industrial consumables, such as piping, fittings,
flanges and steel to industrial and mining clients.
2.5 Specialised Component Manufacturing (Pty) Limited ("SCM")
SCM is the in-house manufacturing business of PSV that manufactures pumps, pump
spares, valves and a range of Geomet knife gate valves for fluid handling in all
industries. SCM also repairs and refurbishes pumps and valves for some clients
on their premises or at SCM"s factory. SCM on-sell their products to PSV
Services and Umzantsi.
2.6 Umzantsi Africa Pump and Valves (Pty) Limited ("Umzantsi")
Umzantsi is a broad-based black economic empowerment ("BBBEE") supplier and
stock holder of valves and pumps in South Africa. The company supplies its
products to the mining, power generation and water industries.
2.7 PSV Zambia Limited ("PSV Zambia")
Based in Kitwe, PSV Zambia distributes and sells all products supplied by PSV
Services to the Zambian market.
2.8 Colvic Petroleum Products
Colvic Petroleum Products" focus area is the manufacturing, supply, installation
and maintenance of fuel handling systems at service station forecourts and fuel
depots. Colvic Petroleum Products also provides consulting and project
management services to its customers, which include Sasol, Engen, Total and
Shell. Colvic Petroleum Products consists of four subsidiaries, Petro Logic,
Colvic Marketing & Engineering, Tseba and PCS.
3. PROSPECTS
PSV has an extensive customer base in the mining, water management and other
fluid related sectors. The company has major growth potential for the supply and
repair of de-watering pumps for mines in Africa. The re-commissioning of Eskom
power stations also presents opportunities for growth in low friction lining
projects and with the company"s BBBEE initiatives, an opportunity for supplying
the mining and general South African industries is enhanced.
Petrochemical projects include the supply of equipment and completion of new
services stations country-wide as well as more comprehensive projects in
Southern Africa such as Angola, Zambia and Zimbabwe. These include the
completion of fuel depots, bulk supply lines to harbours and all storage
facilities including the complete design and supply of fire and explosion
suppression systems.
PSV is committed to the principles of BBBEE. To ensure the necessary level of
BBBEE in PSV, various BBBEE groups have been identified as suitable candidates.
On listing, these relationships will be explored. Currently PSV partner with
these BBBEE groups on numerous projects, through special purpose vehicles, on a
51:49 profit sharing basis.
4. SUMMARY OF PRO FORMA HISTORICAL, ESTIMATE AND FORECAST INCOME STATEMENTS
Set out below is a summary of the pro forma historical, estimate and forecast
financial information of PSV for the financial periods ended 28 February 2005,
ended 28 February 2006 and ending 28 February 2007, the preparation of which is
the responsibility of the directors. The historic, estimate and forecast
financial information is contained in the detailed revised listing particulars
and has been reviewed and reported upon by the reporting accountants. Such
reports are contained in the detailed revised listing particulars and are also
available for inspection.
Extracts from pro forma historical and forecast income statements
Pro forma Estimate Forecast
28 28 28
February February February
2005 2006 2007
R"000 R"000 R"000
Turnover (1) 42 665 154 008 281 727
Gross profit 11 943 46 043 83 455
Operating expenses (6 558) (26 624) (48 330)
Profit before interest and 5 385 19 419 35 125
finance charges
Net interest (paid) / (141) (118) 73
received
Profit before taxation 5 244 19 301 35 198
Taxation (1 576) (5 783) (10 455)
Earnings attributable to 3 668 13 518 24 743
ordinary shareholders
Add: Net non-recurring costs - - -
for headline earnings (2)
Headline earnings 3 668 13 518 24 743
attributable to ordinary
shareholders
Assumed weighted average 223 180 223 180 162 174
shares in issue (`000)
Assumed weighted average 223 180 223 180 212 291
fully diluted shares in
issue (`000)(3)
Assumed EPS (cents) 1.64 6.06 15.26
Assumed HEPS (cents) 1.64 6.06 15.26
Assumed fully diluted EPS 1.64 6.06 11.66
(cents)
Assumed fully diluted HEPS 1.64 6.06 11.66
(cents)
Actual weighted average 200 200 162 174
shares in issue (4) 191
Actual weighted average 200 200 212 291
fully diluted shares in 108
issue
Actual EPS (Rand) 18 340 67 590 0.15
Actual HEPS (Rand) 18 340 67 590 0.15
Actual fully diluted EPS 18 340 67 590 0.12
(Rand)
Actual fully diluted HEPS 18 340 67 590 0.12
(Rand)
Dividend per ordinary share - - -
(cents)
Notes:
(1) The expected increase in revenue from 2005 to 2006 is mainly attributable to
the acquisitions of Groupline and Colvic effective after 1 September 2005 as
well as organic growth.
(2) There are no non-recurring costs.
(3) The assumed weighted average shares in issue assume that the shares in issue
were the actual shares in issue as listed on the JSE for 2005 and 2006. For
2007, it was assumed that the share restructure has taken place and that 114 000
000 new no par value ordinary shares were issued to the PSV vendors and 22 931
493 new no par value ordinary shares were issued to the Colvic vendors were
completed on 1 May 2006, thus weighted for 10 months. The assumed diluted
weighted average shares in issue assume that the shares in issue were the actual
shares in issue as listed on the JSE for 2005 and 2006. For 2007, it was assumed
that the share restructure has taken place and that 150 000 000 new no par value
ordinary shares were issued to the PSV vendors, 2 000 000 new no par value
ordinary shares were issued to the Groupline vendor and 45 071 793 new no par
value ordinary shares were issued to the Colvic vendors were completed on 1 May
2006, thus weighted for 10 months.
(4) The actual weighted average shares in issue are the actual PSV shares in
issue as per the audited financial statements.
5. DIRECTORS, COMPANY SECRETARY AND REGISTERED OFFICE
The full names, ages, occupation and business addresses of the directors of PSV
are outlined below:
Full name Age Occupation Business address
John Josia Honey 53 Chairman Mathomo House
Mateya* 14 Prolecon Road,
Prolecon,
Johannesburg, 2001
Peter Robinson # 45 Executive 16 Impangela Road,
Deputy Sebenza Ext 6,
Chairman Edenvale, 1609
Abilio Jose Duarte 43 Chief 16 Impangela Road,
Da Silva Executive Sebenza Ext 6,
Officer Edenvale, 1609
Anthony Robert 45 Financial 16 Impangela Road,
Dreisenstock Director Sebenza Ext 6,
Edenvale, 1609
David Joseph Kelly # 46 Managing Cnr Dartfield & Webb
Director of Street, Jet Park,
Groupline Boksburg
Victor Charles Hall 47 Managing 251 Albert Amon Road,
Director of Millenium Park,
Colvic Meadowdale
Marketing &
Engineering
Ren Lubbinge 43 Managing 251 Albert Amon Road,
Director of Millenium Park,
PCS Meadowdale
Emilio Jose Rosa 46 Director of 251 Albert Amon Road,
Ganhao Colvic Millenium Park,
Meadowdale
Graduate Jamoson 59 Non-executive 5 14th Street,
Vusi Shongwe * Director Greymont Hills,
Northcliff
* Non-executive and independent
# British
Company secretary and registered office are:
AR Dreisenstock
16 Impangela Road
Sebenza Ext 6
Edenvale, 1609
6. SALIENT DATES AND TIMES
2006
Last day to trade in the name of Elexir Thursday, 20
Technology Holdings Limited ("Elexir") April
Listing and shares will trade in the new
share name PSV on Friday, 21 April
Record date Friday, 28 April
Dematerialised shareholders will have their Tuesday, 2 May
accounts at the CSDP or broker updated on
Certificated shareholders will have new Tuesday, 2 May
certificates in the name of PSV Holdings
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)
Notes:
1. All times indicated are South African times.
2. Share certificates in the name of Elexir may not be dematerialised or
rematerialised after Thursday, 20 April 2006.
7. LISTING
The JSE has granted PSV a listing on AltX under the abbreviated name "PSV", JSE
code "PSV" and ISIN ZAE000078705, effective 21 April 2006.
8. COPIES OF THE REVISED LISTING PARTICULARS
Copies of the revised listing particulars, in English, may be obtained during
business hours from 08:30 until 17:00 at the following places:
* PSV
* Exchange Sponsors
* Transfer secretaries
9. RELEASE OF AUDITED RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2006
It is expected that the results for the year ended 28 February 2006 will be
released on or about 25 May 2006.
Edenvale
20 April 2006
Designated Adviser: Exchange Sponsors (Pty) Limited
Legal Adviser: Fluxmans Inc.
Limited Assurance Provider and Appointed Auditors: KPMG Inc.
Auditors and reporting accountants for PSV: Van Wyk Compton Inc.
Auditors and reporting accountants for Colvic: HLB Barnett & Associates
Incorporated
Warning: The listing of ordinary shares in the company is on ALTx. Investors
are advised of the risks of investing in a company listed on ALTx. Investors are
advised that the JSE does not guarantee the viability or the success of a
company listed on ALTx. In terms of the Listings Requirements, the company is
obliged to appoint and retain a Designated Adviser, which is required to, inter
alia, attend all board meetings held by the company to ensure that all the
Listings Requirements and applicable regulations are complied with, approve the
Financial Director of the company and guide the company in a competent,
professional and impartial manner. If the company fails to retain a Designated
Adviser, it must make arrangements to appoint a new Designated Adviser within 10
business days, failing which the company faces suspension of trading of its
securities. If a Designated Adviser is not appointed within 30 days of its
suspension, the company faces the termination of its listing without the
prospect of an appropriate offer to minority shareholders.
Date: 20/04/2006 04:30:26 PM Produced by the JSE SENS Department
