| Thu 6 Jul 2006, 7:30 | | Wellco - Finalisation Of Vendor Placement And Bee |
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WLL
WLL
Wellco - Finalisation Of Vendor Placement And Bee Partner For Wellco
Wellco Health Limited
(formerly Nungu Trading 279 (Pty) Ltd)
(Incorporated in the Republic of South Africa)
(Registration number 2005/005805/06)
Share code: WLL & ISIN: ZAE000071841
("Wellco" or "the company")
FINALISATION OF VENDOR PLACEMENT AND BEE PARTNER FOR WELLCO HEALTH LIMITED
River Group is authorised to announce that Wellco has completed its vendor
placement with regard to the acquisition of Nutribrands as reported on 18 April
2006, which was delayed to enable the company to first publish its maiden
results before completing the placement.
The board is pleased to announce that the above delay resulted in the company
being able to identify and place the entire vendor placement and additional
shares, under the general authority to issue shares for cash, with a consortium
of BEE partners albeit at a discount greater than previously anticipated due to
the lower volume weighted average price as calculated on the day the placement
was finalised and closed.
Wellco has placed a total of 20 000 000 shares at 30,64 cents per share with the
BEE consortium raising R6,1 million and resulting in the BEE partners owning
26,03% of Wellco. The above has been made up as follows:
- R3,7 million was placed as the vendor placement and 12 571 102 shares were
issued at 29,30 cents per share and
- R2,4 million was placed under the general authority at 32,90 cents per
share resulting in the issue of a further 7 428 898 shares
The above placements have resulted in a total placement of 20 000 000 shares at
an average price of 30,64 cents per share for a total of R6 127 440 and a BEE
percentage shareholding in the company of 26,03%
The effect on the acquisition announcement made by the company on 18 April 2006
is therefore material in two aspects, one being that the number of shares now
issued to effect the acquisition are substantially more and subsequent to the
acquisition announcement the company has published its results for the year
ended 28 February 2006.
Wellco would therefore request shareholders to ignore the financial effects
published previously and herby withdraw the effects published on 18 April 2006
and replace them with those published below.
Financial Effects
The table below sets out the unaudited pro forma financial effects of the vendor
placement and general authority to issue shares for cash, based on Wellco"s
unaudited results for the year ended 28 February 2006. The unaudited financial
effects are presented for illustrative purposes only and because of their nature
may not give a fair reflection of Wellco"s results, financial position and
changes in equity after the transaction. It has been assumed for purposes of the
pro forma financial effects that the above transactions took place with effect
from 1 March 2005 for income statement purposes and 28 February 2006 for balance
sheet purposes. The directors of Wellco are responsible for the preparation of
the unaudited financial effects, which have not been reviewed by the auditors.
Before After % Change
1
Earnings per share (cents) 3,29 2,43 (26,14)
Headline earnings per share (cents) 3,29 2,43 (26,14)
Net asset value per share (cents) 55,49 49,02 (11,66)
Net tangible asset value per share 9,23 11,25 21,89
(cents)
Number of shares in issue (`000) 56 828 76 828 35,19
1. The "Before" financial information has been extracted, without adjustment
from the published, unaudited results of Wellco for the period ended 28 February
2006.
2. The "After column represents the effects after the vendor placement and
general issue of shares for cash of R6 million and issue of an additional new
Wellco shares of 20 000 000 and include a loss for Nutribrands of R277 560 and
an NAV of R3 833 833 for the year ended 28 February 2006. Earnings and headline
earnings per share have not been adjusted for anything else, other than to
indicate any dilutionary effect of the new additional shares being issued, as
the new funds will be used immediately for planned expenditure.
3. The "% Change" column compares the "After the transactions" column to the
"Before" column.
The board looks forward to working in this new relationship and the
opportunities that are currently being explored.
Pretoria
05 July 2006
Corporate & Designated Advisor
River Group
Warning: The listing of the ordinary shares in the company is on the ALTX.
Shareholders are advised of the risks of investing in a company listed on the
ALTX. Shareholders are advised that the JSE does not guarantee the viability or
the success of a company listed on the ALTX. In terms of the JSE Listings
Requirements a designated advisor has to be retained by the company. The
designated advisor is required to, inter alia, attend all board meetings held by
the company to ensure that all JSE 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 advisor it must make arrangements to
appoint a new designated advisor within 10 business days, failing which the
company faces suspension of trading of its securities. If a designated advisor
is not appointed within 30 days of its suspension the company faces the
termination of its listing without an offer to minority shareholders.
Date: 06/07/2006 07:30:05 AM Produced by the JSE SENS Department
