| Thu 18 May 2006, 15:11 | | Metmar Limited - Abridged revised listing particul |
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Metmar Limited - Abridged revised listing particulars of Metmar Limited
Metmar Limited
(formerly Heritage Collection Holdings Limited
("Heritage"))
Incorporated in the Republic of South Africa
Registration number 1998/007269/06
Share code: MML
ISIN code: ZAE000078598 (currently)
ISIN code: ZAE000078747 (after the implementation of the reverse take-
over)
("the company")
Abridged revised listing particulars of Metmar Limited
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 JSE Limited Listings Requirements ("Listings
Requirements") in order to provide shareholders and investors with
additional information on the company at the date of its listing on the
JSE Limited on 22 May 2006 ("the listing date") and as it will exist
after the implementation of the reverse take-over in terms of which,
inter alia:
* all assets held by the company when it was known as Heritage,
including shares in subsidiaries, were sold to a subsidiary of the
company and all interests held in such subsidiary distributed as a
dividend in specie; and
* the company acquired all of the issued shares and loan accounts in
Metmar Trading (Pty) Limited ("Metmar Trading") and Metmar
Properties (Pty) Limited and 90% of the issued shares and loan
accounts in Hornet Properties (Pty) Limited and 69.1% of the issued
shares and loan accounts in Matrix Metals (Pty) Limited from Messrs
D J Ellwood, P P Boshoff, G R Forsdyke and G P Lotis ("the
vendors").
This information has been extracted from the revised listing particulars
of the company which were included in the circular to shareholders
relating to the reverse take-over dated 20 March 2006 ("the circular").
a) Incorporation and history of the company
The company was incorporated as a public company in South Africa in 1998.
Prior to the reverse take-over, the company was in the business of
publishing and distributing high-quality home entertainment and consumer
products and was listed in the Media sector of the JSE lists. The
company changed its name from Heritage Collection Holdings Limited to
Metmar Limited in terms of a resolution passed on Thursday 13 April 2006.
At the listing date, Metmar Trading will comprise the major business of
the group. Metmar Trading was incorporated in South Africa in 1982 and
commenced international trading operations in 1985 concentrating
primarily on resource-based bulk commodities. The group currently
trades in metals, minerals, ferro alloys, carbon products, plastics and
chemicals in the global market and also has some production investments.
The company will be listed in the Industrial Metals - Non-Ferrous Metals
sector of the JSE lists.
b) Description of the business of the Metmar group
Nature of business
The company and the group is broadly engaged in the trading of metals,
minerals, ferro alloys, carbon products, plastics and chemicals. The
group has a vast network of agents and associates worldwide and is
represented in approximately 30 countries. The Metmar group is actively
involved in both the export of Southern African production and the
import of strategic and essential products to the region. The
elimination of risk via various hedging mechanisms is a cornerstone of
its trading policy. The Metmar group has the flexibility to provide
total financing and logistical solutions for all suppliers and consumers
internationally. Metmar continues to grow in both product diversity and
turnover. It has some production investments and is looking to continue
growing the diversity of its asset base through new mechanisms available
to it. The management of Metmar has nearly 100 years joint
international trading, logistical and trade finance experience.
Strategy
Subsequent to listing, the directors of the company intend to utilise the
company"s listed shares and the equities market to raise the capital
required to purchase strategic equity stakes in various metals and mining
businesses in order to secure the marketing and distribution rights in
such production ventures. Metmar also plans to broaden its platform of
BEE partners. Metmar will provide expertise and manage the funding,
logistics and marketing associated with projects in South and Central
Africa and in China on behalf of such BEE partners. The company already
holds a 10% stake in a large manganese project held by Kalahari Resources
(Pty) Limited which is currently drilling its properties in the Northern
Cape, the world"s largest high-grade manganese deposit.
The directors are of the view that Africa is in a commodity boom. The
continent is home to some of the last remaining regions with unexplored,
undeveloped reserves offering particularly attractive mining and trading
conditions. Metmar is well placed to take advantage of such conditions.
Group structure
The Metmar group comprises:
* a 100% interest in Metmar Trading which houses:
- a 100% interest in Samtem (Pty) Limited (a specialised trading
company);
- the SNF division (which trades in plastics);
- a 10% shareholding in Kalahari Resources (Pty) Limited (a
manganese ore and alloy project);
- a 50% interest in Owen Plastics (Pty) Limited (a plastics
recycling operation); and
- a 100% interest in 24 Sloane Street Properties(Pty) Limited;
* a 69.1% interest in Matrix Metals (Pty) Limited which houses:
-Lead Processing (Pty) Limited (a secondary lead alloy production
facility); and
- Atlantis Metals (Pty) Limited (an anode production facility);
* a 90% interest in Hornet Properties (Pty) Limited which houses a
property portfolio; and
* a 100% interest in Metmar Properties (Pty) Limited which houses a
property portfolio.
c) Directors
The full names, roles, ages and business addresses of the individuals who
are the directors of the company are set out below:
Name Role in the Age Qualifications Address
company
Leslie Boyd Non- 69 Chartered 54 Tweeddale
executive Engineer: Fellow Road, Hyde
independent of Institution of Park,
chairman Metallurgists Johannesburg,
U.K.; Companion, 2196
British Institute
of Management
David John Executive 47 24 Sloane
Ellwood director Street,
(Chief Bryanston,
Executive Sandton,
Officer Gauteng, 2152
Gregory Peter Executive 43 24 Sloane
Lotis director Street,
Bryanston,
Sandton,
Gauteng, 2152
Glen Russell Executive 51 24 Sloane
Forsdyke director Street,
Bryanston,
Sandton,
Gauteng, 2152
Petrus (Piet) Executive 46 Bachelor of 24 Sloane
Philip Boshoff director Commerce Street,
(Stellenbosch), Bryanston,
Hons in Sandton,
International Gauteng, 2152
Marketing
(UNISA), Master
of Business
Leadership
(UNISA)
Colin Bertram Non- 70 CA (SA), FCA First Floor
Brayshaw executive Coronation
independent Place,
director Freestone
Park, 135
Patricia Road,
Sandown,2196
Daphne Mashile- Non- 48 Development 8A College
Nkosi executive Economics Road,
independent (Nagoya, Japan), Bryanston
director Small Business
Management
Diploma (Wits
Business School)
Dr. Alistair Non- 41 BA (Hons) 372 Nicolson
Paul Ruiters executive (University of Street,
independent Cape Town), Waterkloof,
director D.PHIL (Oxford 0181
University,
United Kingdom),
Post Doctoral
Fellowship
(University of
Cape Town
All directors are South African citizens.
ii) Directors" responsibility statement
The directors of the company listed in paragraph i) above considered all
statements of fact and opinion in the revised listing particulars
published as part of the circular, and accepted, collectively and
individually, full responsibility for the accuracy of such statements and
certified that, to the best of their knowledge and belief, there were no
omissions of material facts or considerations which would render any
statements of fact or opinion contained in such revised listing
particulars false or misleading, and that all reasonable enquiries to
ascertain such facts had been made and that the revised listing
particulars contained all information required by the Securities
Regulation Panel and the Listings Requirements.
d) Share capital
The authorised and issued share capital of the company, at the listing
date, is set out below:
R"000
Authorised
500 000 000 ordinary shares of 5 cents each 25 000
Issued
175 362 058 ordinary shares of 5 cents each 8 768
Share premium 110 207
e) Shareholding base
As described in the circular, in order to improve shareholder spread and
increase liquidity in the company"s shares, the vendors agreed to
undertake a placing of 26 304 309 shares prior to the listing date. One
third of such shares were offered to existing Heritage shareholders, over
75% of which were acquired in terms of this offer. The balance was made
available by way of a private placing. This placing was well received in
the market and was 50 times over subscribed. Institutional support came
from the Coronation, Investec, BOE, Spyglass and Oryx groups.
To the best knowledge of the directors, the following shareholders
(including directors) will hold beneficial interests in excess of 5% in
the capital of the company at the listing date:
Name of Number of shares held Percentage
shareholder of
issued
share
capital
Direct Indirect
D J Ellwood 36 391 967 - 21.0%
P P Boshoff 36 391 967 - 21.0%
G R Forsdyke 36 391 967 - 21.0%
G P Lotis 36 391 967 - 21.0%
f) Financial information
Set out below are the pro forma combined income statement and balance
sheet of Metmar for the twelve month period ended 28 February 2006 which
have been compiled based on the audited financial statements of the
companies which comprise the Metmar group for the year ended 28 February
2006. The 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 combined results and financial position
of the company. It has been assumed that the reverse take-over took
place with effect from 1 March 2005 for income statement purposes and at
28 February 2006 for balance sheet purposes. The directors are
responsible for the preparation of the pro forma income statement and
balance sheet.
Pro forma income statement
(R"000)
Revenue 1 279 310
Cost of sales (1 189 894)
Operating profit 89 416
Operating cost (48 031)
Other income 18 187
Finance costs (11 725)
Operating profit before taxation 47 847
Taxation (16 241)
Profit 31 606
Headline earnings per share (cents) 17.6
Earnings per share (cents) 18.0
Weighted average number of shares in issue 175 362 058
Pro forma balance sheet
(R"000)
ASSETS
Non-current assets 23 752
Property plant and equipment 15 700
Intangible assets 5 668
Investment in Kalahari Resources (Pty) -
Limited (R100)
Insurance contracts 1 558
Deferred tax 826
Current assets 212 082
Inventory 29 584
Accounts receivable and other debtors 139 184
Forward exchange contracts 1 006
Cash and cash equivalents 42 308
Total assets 235 834
EQUITY AND LIABILITIES
Capital and reserves 71 350
Share capital 8 768
Share premium 110 207
Retained loss (47 625)
Non-current liabilities 8 829
Interest bearing loans 2 962
Shareholders loans 1 286
Redeemable preference shares 4 388
Deferred taxation 193
Current liabilities 155 655
Trade and other payables 98 573
Taxation 8 324
Current portion of long term borrowing 778
Trade and commodity finance 44 283
Forward exchange contracts 12
Bank overdraft 3 685
Total liabilities 164 484
Total equity and liabilities 235 834
Net asset value per share (cents) 40.69
Net tangible asset value per share (cents) 37.46
Number of shares in issue 175 362 058
The company has changed its financial year end from 31 December to the
last day of February.
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 29 May 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
18 May 2006
Deal originator and corporate advisor
BDO Spencer Steward Capital (Pty) Ltd
Transactional sponsor
BDO QuestCo (Pty) Ltd
Date: 18/05/2006 03:11:15 PM Produced by the JSE SENS Department
