|
ACT
ACT
Afrocentric - Abridged Revised Listing Particulars
AFROCENTRIC INVESTMENT CORPORATION LIMITED
(Formerly WB Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE code: ACT
ISIN: ZAE000078416
("AfroCentric" or "the company")
ABRIDGED REVISED LISTING PARTICULARS
These abridged revised listing particulars are published following the
completion of the rights offers of ordinary shares and redeemable
participating preference shares ("redeemable preference shares"), which
offers closed on Friday, 11 August 2006.
Copies of the rights offer circular dated 24 July 2006 relating to the
rights offers, which incorporates full revised listing particulars prepared
in compliance with the Listings Requirements of the JSE Limited ("JSE"),
may be obtained during normal business hours at 76 Maude Street, Sandton,
2196.
Background and nature of business
On 20 December 2005 control of AfroCentric changed when Messrs Meyer Kahn
(Chairman of SABMiller plc) and Michael (Motty) Sacks (Chairman of Netcare)
purchased 80% of the issued share capital. Their purpose was to
reconstitute AfroCentric which was then a cash shell as a broad-based black
empowered diversified investment holding company that would actively
participate in the economic transformation presently occurring in South
Africa.
The board of AfroCentric resolved to recapitalise the company to enable it
to achieve its investment objectives by means of rights offers, the results
of which appear in a separate notice published today. The rights offers,
which were fully underwritten by Messrs Kahn and Sacks, raised an amount of
R99 740 580 before expenses. As part of the recapitalisation process,
AfroCentric Empowerment Trust ("ACET"), a trust established for the
purpose, acquired 50.1% of the issued ordinary share capital of
AfroCentric, and made a mandatory offer to minority shareholders as a
consequence of the change of control. This trust has leading black
institutions as its beneficiaries.
AfroCentric intends to invest in enterprises that could materially benefit
from its principal BEE status and the entrepreneurial and intellectual
capital which resides in the company. The investment philosophy of
AfroCentric will be strictly commercial and will embody the active
participation in or management of the selected investments, depending on
the circumstances in each case.
The company intends to appoint a permanent executive management team and is
in the process of reviewing appropriate candidates. Until such time as the
executive team is appointed and established, Messrs Kahn and Sacks have
agreed to assume the roles of acting management (in consultation with Mr
Brian Joffe) through a presently informal management agreement. Following
the appointment of the executive, Messrs Joffe, Kahn and Sacks will
continue to provide advice and guidance under the auspices and mandate of
the board investment committee.
The issued ordinary and redeemable preference shares are listed on the JSE
in the "Farming and Fishing" sector of the JSE lists. Should the company in
due course make an acquisition or acquisitions justifying listing on
another sector, application will be made at that stage for a move to the
appropriate sector.
Authorised and issued share capital
Authorised R"000
1 000 000 000 ordinary shares of a nominal value
of 1 cent each 10 000
60 000 000 redeemable preference shares of a
nominal value of 1 cent each* 166
Share premium 0
Issued
94 000 000 ordinary shares of a nominal value of
1 cent each 940
16 638 000 redeemable preference shares of a
nominal value of 1 cent each 166
Share premium 96 878
Total 97 984
* Note: following the issue of new redeemable preference shares in terms of
this circular, the remaining authorised redeemable preference shares will
be cancelled.
Directors
The full names, ages, nationalities, addresses and occupations of the
directors of AfroCentric are set out below.
Name and age Business address Qualifications
(All SA citizens) and occupation
Ntombemhlophe Brigalia Election House Election
Bam (Chair) (72) 260 Walker Commissioner
(independent) Street and Social
Sunnyside 0002 Worker
Nonhla Mbali 1 President Chief
Jacqueline Canca (40) Street Executive, Blue
(independent) Newtown 2000 IQ
Mandla Vulindlela BP 323 Tunis Vice President
Gantsho (43) Belvedere Operations:
(independent) Tunis Infrastructure,
Tunisia Private Sector
& Regional
Integration.
African
Development
Bank
Brian Joffe (59) Bidvest House Chief
(non-independent) 18 Crescent Executive, The
Drive Bidvest Group
Melrose Arch Limited
2193
Jacob Meyer Kahn (66) 2 Jan Smuts Chairman,
(non-independent) Avenue SABMiller plc
Braamfontein
2001
Michael Ivan Sacks 76 Maude Street Chairman,
(63) Sandton 2196 Network
(non-independent) Healthcare
Holdings
Limited
(Netcare)
Derrick Ian Swartz University of Vice
(45) Fort Hare Chancellor,
(independent) Alice 5700 Fort Hare
University
Pro forma balance sheet
Set out below, for illustration purposes only, is the pro forma reviewed
company balance sheet of AfroCentric, after the rights offers which is
prepared for illustrative purposes only and because of its nature may not
fairly represent the company"s financial position after the rights offers.
Preparation of this pro forma balance sheet is the responsibility of the
directors.
Before the The rights After the
rights offers rights
offers R"000 offers
R"000 R"000
Assets
Current assets 1 325 97 891 99 216
1 325 97 891 99 216
Equity and
liabilities
Capital and
reserves
Share capital 94 1 012 1 106
Premium 96 879 96 879
Reserves 860 860
954 97 891 98 845
Current liabilities 371 371
1 325 99 216
Shares in issue 9 400 110 638
Net asset value per 10.15 89.34
share (cents) -
diluted and
undiluted
Notes:
1. Extracted from the reviewed interim results of the company for the six
months ended 31 December 2005, set out in Annexure 7 of the revised
listing particulars.
2. The adjustments relating to the rights offers are based on the
following assumptions:
3. the rights offers were effective on 31 December 2005;
4. rights offer costs of R1 275 000;
5. 84 600 000 new ordinary shares issued in terms of the ordinary shares
rights offer;
6. 16 638 000 new redeemable preference shares issued in terms of the
redeemable preference shares rights offer, and
7. the call option was fully exercised in respect of all the new
redeemable preference shares.
Johannesburg
14 August 2006
Corporate Adviser and Sponsor
Sasfin Capital
A division of Sasfin Bank Limited
Corporate adviser to AfroCentric
Centric Capital Ventures LLC
Attorneys
HR Levin
Attorneys, notaries and conveyancers
Auditors and Reporting Accountants
SizweNtsaluba
Date: 14/08/2006 03:51:07 PM Produced by the JSE SENS Department
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
