| Wed 22 Nov 2006, 9:11 | | Africa Cellular Towers Limited - Abridged Prospect |
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JSE
ATR
Africa Cellular Towers Limited - Abridged Prospectus
This abridged prospectus is not an invitation to the public to subscribe for
shares in ACTOWERS, but is issued in compliance with the Listings Requirements
of the JSE for information purposes only. The information in this abridged
prospectus has been extracted from a full prospectus issued by ACTOWERS on 16
November 2006 ("the detailed prospectus"), which is available as set out in
paragraph 8. At the date of listing the authorised share capital of ACTOWERS
comprises 500 million ordinary shares with a par value of 0.01 cent each, of
which, after a private placement of ACTOWERS ordinary shares by way of an offer
by the company for the subscription of 50 000 000 ordinary shares at an issue
price of 100 cents per ordinary share in the share capital of ACTOWERS thereby
raising R50 million before expenses and an offer for sale of 55 750 000 ordinary
shares by the existing shareholder at a price of 100 cents per ordinary share
(together, "the private placement"), 230 million shares will be in issue.
Africa Cellular Towers Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/027374/06)
(JSE code: ATR ISIN: ZAE000088084)
("ACTOWERS" or "the company")
ABRIDGED PROSPECTUS
Listing of ACTOWERS ordinary shares ("shares") on JSE Limited ("the JSE").
1. INCORPORATION AND HISTORY
1.1 ACTOWERS was incorporated as a private company on 27 October 2000 by
Chris Kruger, an entrepreneur and turnkey specialist in the
construction of cellular towers.
1.2 Chris Kruger and his team were pioneers in the construction of
cellular towers in Africa, with their first cellular tower being
erected in Gabon in December 1999.
1.3 On 26 October 2006 ACTOWERS was converted to a public company.
2. NATURE OF THE COMPANY"S BUSINESS AND INDUSTRY
2.1 ACTOWERS is a manufacturing company based in Alberton and
Johannesburg, conducting business as manufacturers and fabricators of
steel communication towers, portal factories, steel fencing, diesel
and water tanks, solar structures and general steel engineering.
ACTOWERS also specialises in the management of turnkey
telecommunications network projects including GSM, WLL, fixed wireless
and VSAT technology.
2.2 ACTOWERS provides turnkey solutions or tower parts only for tower
construction in Africa and other emerging markets, such as the Gulf
States and India. All towers are pre-manufactured in South Africa as
a modular system, which minimises rigging on site.
2.3 The company opened its own manufacturing facility in September 2004.
The current production capacity of the manufacturing facility exceeds
1 200 tons of steel per month.
2.4 ACTOWERS won the South African Institute of SteeI Construction award
in 2003 in the export category for project management and installation
of 120 metre towers in Gabon.
2.5 The following is an analysis of ACTOWERS" top 10 site activations to
date:
Country Number of
towers
Sudan 350
Nigeria 300
DRC 300
Ghana 200
Gabon 160
Tanzania 150
Zambia 150
South Africa 150
Chad 130
Guinea 124
2.6 The company services mobile telecommunication operators in a number of
African countries. Contracts are quoted in USD and Euro and are based
on the actual cost per kilogram of steel.
3. PROSPECTS
3.1 ACTOWERS aims to increase its local manufacturing capacity and stock
holdings in strategically located Free Zone areas in Africa and other
emerging markets in order to reduce ACTOWERS" response time to
customers" demands and to capture a larger share of the
telecommunications roll-out in the emerging markets.
3.2 It is envisaged that as part of the listing process, suitable BEE
investors will be identified for ACTOWERS to participate in the
private placement. Whilst this is not a critical factor for operating
in the emerging markets outside of South Africa, a BEE partner will
position the company favourably when tendering for the large
parastatal contracts in South Africa.
3.3 The drive by management to diversify its customer base will shift
reliance away from Celtel as its major customer and provide more
opportunities to expand its business.
3.4 The goal of ACTOWERS to expand geographically over Africa into other
emerging markets will promote growth. ACTOWERS currently operates in
24 African countries out of a potential of 53 countries. ACTOWERS is
also in discussions with parties in the Gulf States, other than Kuwait
where ACTOWERS are already operational, and India to manufacture and
supply materials for the construction of cellular towers in those
areas.
3.5 ACTOWERS will diversify and expand the current range of products and
services it offers to more flexible solutions such as low cost rapid
deployment towers and cost efficient products.
3.6 ACTOWERS will also pursue its strategy to earn annuity income from
existing towers erected, from for example, the maintenance of towers.
3.7 ACTOWERS intends to acquire businesses which form part of its supply
chain to enable it to secure higher margins by reducing its reliance
on third party suppliers.
4. SUMMARY OF HISTORICAL AND FORECAST INCOME STATEMENTS
The summarised historical and forecast financial information of ACTOWERS
for the financial year ended 28 February 2006, the financial years ending
28 February 2007 and 29 February 2008, the preparation of which is the
responsibility of the directors, are set out below. This financial
information must be read in conjunction with the independent reporting
accountants" report thereon reproduced in Annexure 3 and Annexure 4 of the
detailed prospectus.
4.1 Extracts from the historical and forecast income statements
Audited Forecast Forecast
28 February 28 February 29 February
2006 2007 2008
R"000 R"000 R"000
Revenue 129 429 157 152 191 724
Gross profit 47 949 53 276 68 831
Other income 5 381 3 202 3 378
Operating costs (24 001) (21 968) (25 462)
EBITDA 29 329 34 510 46 747
Depreciation (937) (1 700) (3 524)
Profit before interest 28 392 32 810 43 223
and taxation
Net interest received 1 440 3 149 3 842
Profit before taxation 29 832 35 959 47 065
Taxation (8 669) (10 365) (13 649)
Earnings attributable to 21 163 25 594 33 416
ordinary shareholders
Reconciliation of
headline earnings:
Profit attributable to 21 163 25 594 33 416
ordinary shareholders
Profit on sale of fixed - (371) -
assets
Headline earnings 21 163 25 223 33 416
attributable to ordinary
shareholders
Pro forma weighted 180 000 000 193 424 658 230 000 000
average shares in issue
on which earnings are
based (1)
Pro forma earnings per 11.8 13.2 14.5
share (cents)
Pro forma headline 11.8 13.0 14.5
earnings per share
(cents)
Notes:
(1) The pro forma calculation for 28 February 2006 is based on the
subdivision and increase of the ordinary shares in issue into 180
000 000 ordinary shares in issue on the last practicable date as
set out in paragraph 22.3.2 of the detailed prospectus. The
actual number of shares in issue, earnings per share and headline
earnings per share calculations are set out in Annexure 2 of the
detailed prospectus.
(2) The assumptions upon which the forecast income statements are
based are set out in paragraph 11.2 of the detailed prospectus.
5. DIRECTORS, COMPANY SECRETARY AND REGISTERED OFFICE
5.1 Full names, ages, business addresses and functions of the board of
directors of ACTOWERS
Director Age Function Business address
Christian Jacobus 59 Chairperson and 10 Tennyson Drive,
Joubert Kruger Managing Director Tulisa Park, 2197
David van Staden 31 Operations 10 Tennyson Drive,
Director Tulisa Park, 2197
Jacques de Villiers 36 Financial Director 10 Tennyson Drive,
Tulisa Park, 2197
Dr Ruben Robert 46 Non-executive 26 Ekstein Street
Richards * Director Observatory,
Johannesburg, 2198
* Non-executive
All of the directors are South African citizens.
5.2 Company secretary and registered office are:
De Villiers Myburgh Inc.
First Floor DVM Office Park
16 Kingfisher Crescent
Meyersdal, 1447
( PO Box 1363, Alberton, 1450)
6. THE PLACEMENT
6.1 Salient features
6.1.1 The salient features of the private placement are as follows:
Offer price per ordinary share (cents) 100
Par value per ordinary share (cents) 0.01
Premium per ordinary share (cents) 99.99
Number of ordinary shares offered by 50 000 000
the company for subscription in terms
of the private placement
Issue consideration to be received by R50 million
the company before expenses
Number of ordinary shares offered for 55 750 000
sale by the existing shareholder in
terms of the private placement
Total consideration to be received by R55.8 million
the existing shareholder
The opening and closing dates of the private placement are
as follows:
Opening date of the private placement Tuesday, 22
at commencement of trade on November 2006
Closing date of private placement at Tuesday, 22
12:00 on November 2006
Anticipated listing date on ALTx at Wednesday, 29
commencement of trade on November 2006
Safe custody accounts at CSDP or Wednesday, 29
broker updated in respect of November 2006
dematerialised shareholders on or
about
Posting of share certificates in Wednesday, 29
respect of certificated shareholders November 2006
on or about
Refund of surplus private placement Thursday, 30
application monies received (where November 2006
applicable) on
Note:
These dates are subject to change at the discretion of the
company. Any changes will be released on SENS.
6.2 ACTOWERS holds irrevocable undertakings from various selected
investors to subscribe for 105 750 000 shares in terms of the private
placement, amounting to 100% of the private placement shares.
6.3 The private placement of 105 750 000 ordinary shares have been fully
allocated to the investors who have given irrevocable undertakings as
set out in paragraph 6.2 above.
6.4 The placement has not been underwritten and is not subject to a
minimum subscription, being achieved.
7. LISTING ON THE JSE
Subject to the required spread of public shareholders in terms of the
Listings Requirements being obtained pursuant to the private placement, the
JSE has approved the listing of 230 million shares on ALTx with effect from
the commencement of business on Wednesday, 29 November 2006. The shares
will trade under the abbreviated name "ACTOWERS" and the JSE code "ATR" and
ISIN ZAE000088084.
8. COPIES OF THE PROSPECTUS
Copies of the prospectus, in English, may be obtained, during business
hours, from Tuesday, 21 November 2006, from the registered offices of
ACTOWERS, Exchange Sponsors (Pty) Limited and the transfer secretaries,
details of which are set out below:
- the registered office of the company - First Floor DVM Office Park, 16
Kingfisher Crescent, Meyersdal, 1447;
- the offices of Exchange Sponsors (Pty) Limited - 39 First Road, Hyde
Park, 2196;
- the offices of Computershare Investor Services 2004 (Pty) Limited -
Ground Floor, 70 Marshall Street, Johannesburg, 2001.
Johannesburg
22 November 2006
Designated Adviser
Exchange Sponsors (Pty) Limited
Auditors and reporting accountants and Limited Assurance Provider
Nexia HBLT Chartered Accountants (East Rand) Inc.
Auditors and reporting accountants
De Villiers Myburgh Inc.
Attorneys
Fluxmans Inc.
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: 22/11/2006 09:11:46 AM Produced by the JSE SENS Department
