| Tue 7 Nov 2006, 8:00 | | Astrapak Limited - Abridged Pre-listing Statement |
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APK
APK
Astrapak Limited - Abridged Pre-listing Statement
Astrapak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1995/009169/06)
Share code: APK & ISIN: ZAE00030938
Preference share code: APKP & ISIN: ZAE000087201
"Astrapak" or "the Company")
Abridged Pre-listing Statement relating to the listing of 1 500 000 non-
redeemable, non-participating, cumulative Astrapak preference shares on the
JSE Limited.
1. Introduction and rationale
Astrapak wishes to raise cost-effective permanent share capital as
part of a general capital management programme (including a share buy
back programme) and to obtain funding for strategic initiatives of the
group.
Accordingly the board of directors of Astrapak has resolved to raise
R150 million in equity through the private placement of 1 500 000 non-
redeemable, non-participating, cumulative Astrapak preference shares
("the private placement") with a par value of R0,001 (one tenth of a
cent) each at a subscription price of R100,00 per preference share
including premium ("the preference shares").
2. Details of the Listing
2.1 The Listing
The JSE Limited ("JSE") has granted Astrapak a listing of 1 500
000 preference shares, in the Preference Shares-"Preference
Shares" sector with the abbreviated name Astrapak Pref, JSE Code
APKP and ISIN ZAE 000087201 with effect from the commencement of
business on Wednesday, 8 November 2006.
2.2 The Private Placement
Prior to the listing, 1 500 000 preference shares were placed
with selected investors at a subscription price of R100 per
preference share.
Astrapak concluded an agreement with FirstRand Bank, acting
through its Rand Merchant Bank division ("RMB") ("the
Underwriter"), whereby the Underwriter agreed to underwrite the
issue of 1 500 000 preference shares at a subscription price of
R100.00 each. As the private placement was fully subscribed, no
shares were placed with the Underwriter in terms of the
underwriting agreement.
3. Salient features of the preference shares
3.1 General
The preference shares are non-redeemable, cumulative and non-
participating beyond the entitlement to the preference share
dividends. The terms relating to voting rights, entitlement to
dividends, changes to the prime rate and changes in tax status
are summarised below.
3.2 Voting rights
The preference shares are non-voting, save that preference
shareholders will be entitled to vote at a general meeting of the
Company if one or more of the following circumstances prevail at
the date of such meeting:-
- during any period determined as provided in section 194(2)
of the Companies Act, 1973 (Act 61 of 1973) as amended, in
which any dividend or any part of any dividend on the
preference shares remains in arrear and unpaid; or
- a resolution of Astrapak is proposed which directly affects
the rights attached to the preference shares.
3.3 Entitlements to dividends
Preference shareholders will receive, if declared, dividends out
of the profits or reserves of Astrapak payable on the dividend
payment date, which is intended to be, in respect of the first
preference dividend, not later than 31 March 2007, and thereafter
not later than 30 September and 31 March of each year. The
preference dividend for each of the preference shares shall be
calculated in arrear in accordance with the following formula:
A = B x C x R100
365
Where:
A = The preference dividend per preference
share;
B = 80% of the average daily prime rate which
prevailed in respect of the relevant
period for which the dividend is
calculated (as contemplated in paragraph
3.4 below, and subject to paragraph 3.6)
C = the number of days of the relevant period
for which the dividend is calculated.
The preference share dividend shall be calculated in accordance
with the formula above, from the day following the last dividend
payment date or the issue date as applicable for the first
period, to and including the subsequent dividend payment date,
save that, if there are accumulated dividends whether declared or
not, that remain unpaid at the dividend payment date "B" shall be
increased to 100% the Prime Rate for the period from the
Preference Dividend Payment Date to the date of actual payment.
For so long as "B" is 100%, no distribution or dividend will be
paid to ordinary shareholders, other than interest due and
payable on the Debentures, and the Company will not be entitled
to repurchase any of its issued ordinary shares.
3.4 Changes to the prime rate
In respect of any preference dividend declared, in the
application of the formula in paragraph 3.3 above:
- the average daily prime rate which prevailed over the period
from the day following the last dividend payment date to the
day immediately preceding the declaration date will be
applied for the period in calculating the relevant
preference dividend; and
- the prime rate which prevailed on the day immediately
preceding the date on which the dividend is declared, if it
is so declared, will be applied to the dividend period from
the declaration date to dividend payment date. The effect of
the aforementioned is that the preference dividend will not
be adjusted for any changes in the prime rate between the
day before the dividend declaration date, if a dividend is
so declared, and the dividend payment date. Astrapak
undertakes that the period between the dividend declaration
date and the dividend payment date will not exceed 30
business days.
3.5 Winding-up and liquidation
Each preference share shall confer on the holder of such
preference share the right to a return of capital on the
winding-up of the Company, in an amount equal to the
aggregate of the par value thereof and a proportionate share
of the premium paid up on all preference shares issued by
the Company together with an amount equal to all dividends
accrued and/or accumulated in respect of such preference
share (as contemplated in paragraph 3.3 above) calculated in
accordance with 3.3 above, to the date of payment, in
priority to any payment in respect of any ordinary shares in
the capital of the Company.
3.6 Changes to tax status
In terms of the Income Tax Act, 1962 (Act 58 of 1962) as
amended ("the Income Tax Act"), the preference dividends
paid on the preference shares are exempt from income tax in
the hands of the preference shareholder. If there is an
amendment or amendments to the Income Tax Act that results
in the preference dividends being taxable in the hands of
the preference shareholders and which results in the payment
of preference dividends becoming a deductible expense for
the Company, provided such amendment is uniformly applicable
to all corporate tax payers and not only because of the
particular circumstances of the Company or any preference
shareholder, the percentage of the prime rate will be
increased by the Company in the application of the formula
in paragraph 3.3 above. Such increase will be limited to the
extent that the Company incurs reduced costs in servicing
the preference shares, which cost savings it would not have
obtained but for such amendments to the Income Tax Act.
If such amendments to the Income Tax Act do not result in
the Company incurring reduced costs in servicing the
preference shares, then, notwithstanding that such amendment
may result in a decrease in the after-tax returns of any
preference shareholder on its holding of preference shares,
no change shall be made to the percentage of the prime rate.
The Company shall be entitled to require its auditors to
verify whether it is obliged to increase the percentage of
the prime rate. The auditors, in deciding whether such
increase is required, shall act as experts and not as
arbitrators and their decision shall, in the absence of
manifest error, be final and binding on the Company and all
preference shareholders. The costs of such auditors shall be
borne and paid by the Company.
3.7 Variation of rights
The terms of the preference shares may not be modified,
altered, varied, added to or abrogated without the prior
written consent of at least three-fourths of the preference
shareholders or the prior sanction of a resolution passed at
a separate class meeting of the preference shareholders in
the same manner, mutatis mutandis, as a special resolution.
In addition, the Company shall not, without the prior
sanction of a resolution passed at a separate class meeting
of the preference shareholders in the same manner, mutatis
mutandis, as a special resolution, create or issue any -
- shares in the capital of the Company, other than
redeemable preference shares, ranking, as regards
rights to dividends, or on a winding-up as regards
capital, in priority to or pari passu with the
preference shares; and/or
- new debentures in the capital of the Company which
attract interest or entitle the holders thereof to a
redemption payment, calculated with reference to the
profits or reserves of the Company, unless such
debentures rank as regards rights to interest, or on a
winding-up as regards capital, after the preference
shares.
4. Information relating to Astrapak
4.1 Incorporation
The Company was incorporated in South Africa as First Round
Investments (Proprietary) Limited on 30 August 1995. On 10 July
1997 it changed name to Astrapak (Proprietary) Limited, and on 17
September 1997 it was converted to Astrapak Limited. The Company
was listed on the JSE on 18 November 1997.
4.2 Background
Astrapak manufactures and distributes an extensive range of
plastic packaging products. The Group has manufacturing
facilities in all the main centres of South Africa and a joint
venture in Mauritius and employs in excess of 3 000 people.
The operations are grouped into three divisions - Films, Rigids
and Flexibles - and service principally the pharmaceutical,
personal care, food and beverage, agricultural, industrial and
retail markets.
The Group offers its ever-growing base of customers a
comprehensive range of world-class packaging solutions and
expects to continue benefiting from the global move towards
plastic packaging.
The Group"s strategy has, since its inception, been to invest in
businesses:
- that are market leaders;
- that have significant technological advantages or skills;
- that have good entrepreneurial management;
- that operate in niche markets; and
- that are in sectors that show long-term growth, which are
synergistic and have complementary economic cycles.
- the Group focuses on service, innovation and technology in
order to achieve superior returns and growth in earnings for
its linked unit holders.
The Group will continue to remain focused on the innovation-led
growth in plastic packaging, which it believes will continue to
gain an increasing share of the packaging market.
The Group has achieved many awards in recent times, including
winning the Best Reporting & Communications Award for Small
Companies from the Investment Analysts Society of South Africa
for both 2004 and 2005. The Group further rated in the Top 20 of
the Financial Mail Top Companies survey in both 2004 and 2005 and
in 2006 ranked 14th in the Financial Mail Top 200 Empowerment
Companies Survey. All of these awards are testament to the
Group"s commitment to all its stakeholders.
4.3 Directors
R Crewe-Brown Chief Executive Officer
Appointed: 10 June 1997
Age: 61
Business Address: 1st Floor, Wierda Court
Johann Avenue, Wierda Valley
Sandton
Qualifications: BSc Mech Eng
H Todd Financial Director
Appointed: 6 December 2001
Age: 43
Business Address: 1st Floor, Wierda Court
Johann Avenue, Wierda Valley
Sandton
Qualifications: B.Com; B.Compt; CA(SA)
M Diedloff Business Development Director
Appointed: 12 January 2005
Age 36
Business Address: 1st Floor, Wierda Court
Johann Avenue, Wierda Valley
Sandton
Qualifications: B Comm (Accs) & Completed
Articles
G Petzer Divisional Chief Executive -
Flexibles Division
Appointed 18 April 2000
Age 48
Business Address: 1st Floor, Wierda Court
Johann Avenue, Wierda Valley
Sandton
Qualifications: Matriculation - Standard 10
M Baglione Divisional Chief Executive -
Rigids Division
Appointed 25 July 2002
Age 44
Business Address 1st Floor, Wierda Court
Johann Avenue, Wierda Valley
Sandton
Qualifications: Cape Technicon - Sales Diploma
1985
Nampak / Rhodes University -
Management Development 1989 -
1991
J Venter Divisional Chief Executive-
Films Division
Appointed 27 February 2003
Age 63
Business Address 1st Floor, Wierda Court
Johann Avenue, Wierda Valley
Sandton
Qualifications: B Comm
T Kgage Non-executive Director
Appointed 1 March 2005
Age 35
Business Address 1st Floor, Wierda Court
Johann Avenue, Wierda Valley
Sandton
Qualifications: CA(SA)
T Dalais Non-executive Director, acting
Chairman
Appointed 9 May 1996
Age 48
Business Address 1st Floor, Wierda Court
Johann Avenue, Wierda Valley
Sandton
Qualifications: B.Comm; B.Acc; CA(SA)
C Molefe Non-executive Director
Appointed 1 March 2005
Age 58
Business Address 1st Floor, Wierda Court
Johann Avenue, Wierda Valley
Sandton
Qualifications: B.Comm (UNIN): Post Graduate
Diploma Property Development
(UCT)
P Botha Non-executive Director
Appointed 23 September 2003
Age 43
Business Address 1st Floor, Wierda Court
Johann Avenue, Wierda Valley
Sandton
Qualifications: BA LLB; Higher Diploma in
Company Law and post Graduate
Diploma in Tax; Qualified
Attorney and Notary Public;
Admitted as an Attorney.
5. Share capital and debenture capital of Astrapak
5.1 Authorised and issued share capital
The authorised and issued share capital of Astrapak as at the
date of listing, is set out below:
R 000
Authorised share capital
184 985 417 ordinary shares of R0,001 185
(one tenth of a cent) each
15 014 583 deferred ordinary shares of 15
R0,001 (one tenth of a cent) each
4 000 000 non-redeemable, non- 4
participating, cumulative preference
shares of R0,001 (one tenth of a
cent)each
Total authorised share capital 204
Issued share capital
135 131 250 ordinary shares of R0,001 135
(one tenth of a cent) each
1 500 000 non-redeemable, non- 2
participating, cumulative preference
shares of R0,001 (one tenth of a cent)
each
Total consolidated issued share capital 137
Share Premium
Gross premium, less issue expenses 199 367
1 500 000 non-redeemable, non- 143 113
participating, cumulative preference
shares of R0,001 (one tenth of a cent)
each less issue expenses
Total share premium 342 480
5.2 Authorised and issued debenture capital
The debenture capital of Astrapak as at the date of listing, is set
out below:
Authorised debenture capital
200 000 000 unsecured variable rate redeemable
debentures of R0,50 (fifty cents) each
Issued debenture capital
135 131 250 unsecured variable rate redeemable
debentures of R0,50 (fifty cents) each
6. Copies of the Pre-listing statement
Copies of the Pre-listing statement may be obtained during normal
business hours after 11:00 on Friday, 3 November 2006 from:
the registered office of Astrapak:
1st Floor, Wierda Court
Wierda Court
Johann Avenue, Wierda Valley
Sandton 2196
(PO Box 652740, Benmore, 2010)
or
the registered office of the Registrar:
Computershare Investor Services 2004 (Proprietary) Limited
(Registration number 2004/003647/07)
70 Marshall Street
Johannesburg 2001
(PO Box 61051, Marshalltown, 2107)
or
the registered office of the Underwriter:
Rand Merchant Bank, a division of FirstRand Bank Limited
(Registration number 1929/001225/06)
1 Merchant Place
Corner Fredman Drive and Rivonia Road
Sandton 2196
(PO Box 786273, Sandton, 2146)
Alternatively, an electronic copy of the Pre-listing statement can be
obtained from www.astrapak.co.za.
Johannesburg
7 November 2006
Arranger, underwriter and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys to the arranger and underwriter
Cliffe Dekker Incorporated
Corporate law adviser
Paul Botha & Associates (Proprietary) Limited
Corporate adviser
Metier Advisory (Proprietary) Limited
Transactional sponsor
Deloitte & Touche Sponsor Services (Proprietary) Limited
Date: 07/11/2006 08:00:50 AM Produced by the JSE SENS Department
