| Wed 29 Nov 2006, 11:56 | | SUHL - Abridged Pre-Listing Statement |
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JSE
SUL
SUHL - Abridged Pre-Listing Statement
SAB&T Ubuntu Holdings Limited
(formerly: Abrina 4166 Limited)
(Incorporated in South Africa)
(Registration Number: 2006/029387/06)
JSE Code: SUL
ISIN: ZAE000088837
("SUHL" or "the Company")
ABRIDGED PRE-LISTING STATEMENT
Listing of SAB&T UBUNTU HOLDINGS LIMITED ordinary shares ("shares") on the JSE
Limited ("JSE")
Warning: The listing of 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 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 arrangement 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.
1. INTRODUCTION
SAB&T Ubuntu Holdings (Pty) Limited was incorporated on 19 September 2006 in the
Republic of South Africa as Abrina 4166 Limited with an authorised share capital
of 1000 ordinary par value shares of R1,00 each and an issued share capital of
70 shares of R1,00 each. By registering a special resolution dated 12 October
2006 the name of the Company was changed to SAB&T Ubuntu Holdings Limited and
the share capital of the company was subdivided into 500 000 000 ordinary par
value shares of R0,0001 each, to create sufficient authorised and issued share
capital for the listing of the company. SUHL has an authorised share capital of
500 000 000 ordinary shares of R0,0001 each and 282 300 000 ordinary shares of
R0,0001 each in issue.
2. HISTORY AND NATURE OF BUSINESS
SUHL essentially represents the business advisory and management consulting arm
of one of South Africa"s leading accounting and audit practices, SAB&T
Incorporated. The business commenced with humble beginnings in 1994 as a small
audit and accounting practice, focusing primarily on the SMME market. The firm,
through as combination of market aggression and a `can do" attitude, has grown
from strength to strength over the years to what has today become one of the
largest black owned multidisciplinary professional services firms in South
Africa.
This growth brought with it the realisation that the ancillary `value add"
services provided by the practice had as much business potential as the core
audit service. This realisation resulted in the establishment of SAB&T Business
Innovations Group, as a vehicle to house these services, and was distinctly
separate and autonomous from the audit practice in form as well as business
model. SUHL recognised that the South African and indeed the African market
place is unique in its culture and inevitably in its requirements. In this
regard, the methodologies and techniques employed are client specific and
tailored to the exact needs of the client, providing optimal solutions with
proven results.
The company, through its eight offices, has a national footprint and employs
approximately 230 people including:
- 24 Chartered Accountants (SA);
- 93 Graduates, including Certified Internal Auditors and legal
professionals; and
- 33 other formal qualifications including project management, human
resources, financial management and internal audit and risk management
diplomas.
SUHL is the South African member of SC International. SC International is a Top
20 Global Association of professional firms providing accounting, business
consultancy and tax advisory services comprising of approximately 100 firms in
more than 50 countries, which provide a premium service to clients requiring a
truly international approach to their affairs.
Internal Audit and Corporate Governance Services
Management in many organisations, whether private, public, charitable or
otherwise, are constantly faced with change which can be unpredictable. Sound
systems of risk management and controls are now a pre-requisite in many
economies around the world. This coupled with a requirement for greater
accountability as recommended by the King Reports on Corporate Governance and
many other Governance codes and legislative requirements around the world,
imposes a responsibility on management to satisfy stakeholders as to the
continuing integrity of their organisation"s risk management and Corporate
Governance processes.
The Company"s Internal Audit Group recognises the challenges that are currently
facing anyone in management and is able to offer positive advice by:
- Assisting in the development of an ethos of sound and prudent management;
- Extensive knowledge of the requirements of legislative, regulatory or
funding bodies concerned;
- Facilitating and assisting with the Risk Management Process;
- Devising more appropriate - and proven - solutions by drawing on our
extensive and varied experience; and
- Being an integral part of the Corporate Governance Process.
Forensic Services
The forensic division comprises of a multi disciplinary team including chartered
accountants, lawyers, IT specialists and investigators. This division is able to
offer a comprehensive range of services, including:
- Fraud Risk Management;
- Fraud and Misconduct Investigations;
- Dispute Advisory Services;
- Forensic Intelligence;
- Intellectual Property Services;
- Due Diligence Investigations; and
- Litigation Support Services
Entrepreneurial Business Services (EBS)
This business unit focuses primarily on bookkeeping and management accounting
solutions for small and medium sized businesses. Other services include company
secretarial and taxation (compliance and planning) services.
Our EBS business unit is designed to take care of the day to day administrative
and compliance issues by providing a full array of business administrations
services. It provides a solution for both parties, in that business owners are
freed to manage their businesses, while at the same time provides annuity income
to SUHL through monthly fees for services rendered.
Information Technology Services
To stay ahead, progressive companies are realising the inevitability of
embracing e-business models. Not only does new technology present more cost
effective and efficient ways of doing business, it dramatically changes the way
business is conducted. A strong information technology strategy leads to
improved business processes which can be directly translated into enhanced
performance and profitability. It is thus imperative that businesses invest
significant time and resources in the development and implementation of an IT
strategy.
Our e-business unit helps businesses to take advantage of these opportunities by
advising on IT related issues, including:
- Implementation and streamlining of accounting systems;
- Co-ordinating the use of general office software;
- Designing and implementing networks to maximise the use of existing
hardware;
- Providing solutions on data backup and integrity;
- Designing, developing and supporting Internet-based communications to make
use of the new media in the marketing and communications strategies. and
- Providing assurance in respect of the existing IT control environment.
Through a majority holding in SA Gateway Internet Services, the Company"s
internet technology business unit provides a personal internet, web hosting and
e-mail service.
The decision to entrust data and communications to an ISP is one of the most
crucial decisions any company can make regarding the company"s bottom line.
There are not many internet service providers willing to work with customers to
make the right decisions and find the solutions for their needs. SA Gateway
Internet Services (Pty) Ltd staff has the experience and in-depth knowledge to
make sure access is reliable and consistent from end to end. SA Gateway Internet
Services offer turnkey solutions, starting from the network design and topology
to hands on creation of your communications infrastructure. Security is one of
the largest issues concerning communications today. An end to end solution
allows SA Gateway Internet Services to manage data in the most secure
environment possible, eliminating external variables (forces) that may weaken a
link to the Internet.
Some internet service provider"s may be too small to handle these types of
services and others may be too big and impersonal to provide the flexibility
necessary for customers needs. SA Gateway Internet Services has the ability meet
the customers" needs whether they are large or small.
Management Consulting Services
SAB&T Business Innovations Group("BIG") focuses on providing consulting services
to both the private and public sectors. Some of the key disciplines our
consultants possess in order to meet the client"s demands and aspirations, are
the establishment, building and maintaining of effective relationship
management, change management, business development, procurement management,
capacity building, project and programme management, legal and organisational
development services. In pursuit of service excellence, BIG"s services are
driven by the client"s needs with a view towards building long-term
partnerships.
Services include the following:
- Project and Programme Management;
- Procurement Management;
- Managements support and specialised outsourcing;
- Due Diligence Services;
- Asset Management;
- Skills Development;
- Human Capital Optimisation;
- Donor Fund Management;
- Organisation Design and Development Services;
- Business Process Re-engineering;
- Training; and
- Strategic Consulting Services.
Personnel & Recruitment Services
Recruitment plays a vital role in the future of any business. It is imperative
that suitable candidates are selected, to ensure ongoing business flow and
ultimately profit. To ensure only the best, a stringent screening and selection
process is employed.
Screening and selection process provides our clients with many benefits
including:
- A cost effective selection process for the client, that is less time
consuming and more focused on client needs;
- An analytical and needs focused service,; and
- Work is done in accordance to the client budget and timeframe.
Effective recruitment services are based on sound work relationships between
clients and consultants, who network and interact regularly, to establish a
sense of confidence.
Through strategic investments in Virtually HR and BL Recruitment, SUHL is able
to offer its clients niche recruitment and human resource consultancy services,
specialising in the placement of highly skilled professionals on either a
contractual or permanent basis.
3. PROSPECTS OF THE SUHL GROUP
The company has excellent future prospects. Apart from the fact that there are
very few firms that can offer such a wide variety of specialist services, at the
highest quality, to various industries, the company will continue to enjoy
strong growth through it"s current operations as well as through acquisitions.
The consulting market outside of South Africa, particularly the rest of Africa,
is considered to be another excellent source of growth.
The track record of the company, its BEE status coupled with the myriad of
changes sweeping the industry in respect of governance and compliance, places
the company in the perfect position to take advantage through the its specialist
skills resident in its staff complement.
The ongoing drive to promote small and medium business in South Africa and the
ongoing drive to root out fraud and corruption in the South African and African
markets create the perfect platform form growth in each of the service offerings
of the company and it is expected that these trends will continue in the
foreseeable future, ensuring sustainable growth.
4. DIRECTORS
The full names, age and addresses of the directors of SUHL are set out below:
Director Age Business address
Bashier Adam - Chief 36 119 Witch-Hazel Avenue, Highveld
Executive Officer Technopark, Centurion, 0157
Nishani Michelle Singh 33 119 Witch-Hazel Avenue, Highveld
- Executive Director Technopark, Centurion, 0157
Simbarashe Makamure - 30 119 Witch-Hazel Avenue, Highveld
Financial Director Technopark, Centurion, 0157
Jeff van Rooyen - Non- 56 119 Witch-Hazel Avenue, Highveld
Executive Chairman Technopark, Centurion, 0157
Fatima Jakoet - Non- 48 119 Witch-Hazel Avenue, Highveld
Executive Director Technopark, Centurion, 0157
All the directors are South African citizens.
Directors" responsibility statement:
The directors of TeleMasters:
- have considered all statements of fact and opinion in the abridged
prospectus;
- accept, collectively and individually, full responsibility for the accuracy
of such statements; and
- certify that, to the best of their knowledge and belief, there are no
omissions of material facts or considerations which would render any
statements of fact or opinion contained in the abridged prospectus false or
misleading, and that all reasonable enquiries to ascertain such facts have
been made and that the pre-listing statement contains all information
required by law, the Companies Act 1973 (Act 61 of 1973), as amended and
the Listings Requirements.
Company secretary is:
Colette de Beer
119 Witch-Hazel Avenue
Highveld Technopark
Centurion
0157
(PO Box 10512, Centurion, 0046
The registered office:
119 Witch-Hazel Avenue
Highveld Technopark
Centurion
0157
(PO Box 10512, Centurion, 0046
5. BEE STATUS WITHIN THE GROUP
Approximately 75% of the employees stem from previously disadvantaged
communities.
6. SHARE CAPITAL
The authorised and issued share capital of SUHL is set out below:
Notes On the date of listing
R
Authorised 1. 500 000 000
500 000 000 ordinary shares of
R0,0001 each
Issued
282 300 000 ordinary shares of 28 230
R0,0001 each
Share premium 44 074 300
Total share capital and premium 44 102 530
7. CONTROLLING SHAREHOLDERS
There are no controlling shareholders that are known to the directors of SUHL.
8. FINANCIAL INFORMATION
Interims Forecast Forecast 28
31 August 28 February February
2006 2007 2008
R R R
Turnover 36 760 407 60 000 000 70 000 000
Attributable Income/(Loss) 3 389 479 7 012 049 7 742 057
Headline Earnings/(Loss) n/a 2,48 2,74
per share (cents)
Earnings/(Loss) per share n/a 2,48 2,74
(cents)
Price: Earnings ratio on n/a 12,09 10,95
subscription price of 30
cents
Earnings yield on n/a 8,27 9,13
subscription price (%)
Net asset value per share n/a N/A N/A
(cents)
Net tangible asset value n/a N/A N/A
per share (cents)
Number of shares in issue 100 282 300 000 282 300 000
It is the intention of SUHL to distribute approximately 30% of attributable
earnings to shareholders, subject to the cash requirements of the group. The
board of directors will from time-to-time, in the light of prevailing
circumstances and future cash requirements, review this dividend policy.
9. LISTING ON THE JSE AND TRADING OF THE SHARES OF TELEMASTERS
The JSE has granted its approval for the listing of the ordinary shares of SUHL
on the AltX, a division of the JSE Limited under the abbreviated name SUHL, with
effect from the commencement of trading on the JSE on 30 November 2006.
At the date of the commencement of the listing, the share capital of SUHL will
comprise of 500 000 000 authorised ordinary shares of R0,0001 each, 282 300 000
issued and listed ordinary shares of R 0,0001 each and a share premium account
of R44 074 300.
10. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-Listing Statement in English may be obtained any time during
normal business hours from the registered office of the company, River Group and
the transfer secretaries, details of which are set out below:
The registered address of the company - Equity Estate Building 2, Masters House,
Charles de Gaulle Crescent, Highveld Park Ex 12, Centurion;
The office of River Group - 1st Floor, Parc Nouveau Building, 225 Veale Street,
Brooklyn, Pretoria, 0181;
The office of Computershare Investor Services 2004 (Pty) Ltd - Ground Floor, 70
Marshall Street, Johannesburg, 2001.
Designated advisor
River Group
Pretoria
29 November 2006
Date: 29/11/2006 11:56:24 AM Produced by the JSE SENS Department
