| Mon 11 Dec 2006, 14:26 | | Imuniti - Abridged Prelisting Statement |
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JSE
IMU
Imuniti - Abridged Prelisting Statement
Imuniti Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2004/002282/06)
(previously Nungu Trading 83 Limited)
Share code: IMU & ISIN: ZAE000089199
("Imuniti" or "the Company")
Abridged prelisting statement
This abridged prelisting statement is not an invitation to the public to
subscribe for shares in Imuniti but is issued in compliance with the
Listings Requirements of the JSE Limited ("the JSE") for information
purposes only. The information in this abridged prelisting statement has
been extracted from the full prelisting statement issued by Imuniti on 11
December 2006 ("the detailed prelisting statement"), which is available
as set out in paragraph 7. At the date of listing the authorised share
capital of Imuniti will comprise 1 000 000 000 ordinary shares with a par
value of R0,0001 and 100 000 000 redeemable preference shares of R0,0001
each, of which 752 946 203 ordinary shares are in issue.
1. Incorporation and history
1.1 Imuniti and its subsidiaries ("the Group") are manufacturers and
marketers of pharmaceutical products and complimentary natural medicines
as well as high protein fortified powdered nutritional food products and
supplements. Through its ability to deliver an affordable range of
nutritional fortified and natural products, Imuniti aims to address the
malnutrition, immune deficiencies and water contamination problems of
South Africa and beyond.
1.2 It is the Group`s mission to become the preferred regional
wellness and healthcare product and service supplier to the lower and
middle income segments of the market.
1.3 The Group was founded in 2004. In 2006, the Group acquired the
Impilo and Nutritional Foods business and the rights to manufacture,
sell, distribute, support, market and promote the Imuniti Pack in South
Africa.
1.4 The Group is 34% owned by broad-based black economic empowerment
("BEE") shareholders.
1.5 The Group has recently completed a private placement raising R77
million of capital.
1.6 The JSE has approved the listing of Imuniti on AltX from the
commencement of trade on 12 December 2006.
2. Nature of the Group`s business
The structure of the Group as follows:
2.1 Impilo
Impilo is a drug manufacturing and new product development business.
Founded in the 1940s, Impilo produces a range of generic drugs and
complimentary medicines to customers including Massmart, New Clicks,
Dischem, Discom, Alpha Pharm and Spar. Contract manufacturing is
undertaken for clients including Aspen, Adcock Ingram, Lever Brothers,
Elida Ponds, Lennons and Hexal in Germany. Impilo`s production facility
situated in northern KwaZulu Natal is currently running at just over half
of its design capacity allowing for significant growth potential.
Impilo`s own branded product portfolio consists of 25 products and Impilo
contract manufactures around 382 different formulas. Impilo is
responsible for producing various components of the Imuniti Pack.
2.2 Nutritional Foods
Established in 1944, Nutritional Foods is a producer of high protein and
fortified powdered foodstuffs. Nutritional Foods is one of the largest
producers of dry blended products in South Africa. Its product range
comprises 16 different product groups and 354 formulas as well as various
components of the Imuniti Pack. Nutritional Foods principal customers
are large scale industrial food users, catering companies, mining houses,
schools, colleges feeding schemes, the prison service, hospitals and
wholesalers. Nutrional Foods production facility situated in Klerksdorp
is currently running at approximately 60% of capacity allowing for
significant growth potential.
2.3 Imuniti Pack
The Imuniti Pack is a package containing a combination of nutrients,
vitamins and minerals that provides one person with adequate sustenance
and a balanced intake of all required micro and macro nutrients for a one
month period. The pack also contains water sterilisation agents for
contaminated water. The Imuniti Pack includes such natural products and
food nutrients as the African traditional herbal plants Sutherlandia,
African Potato and Aloe, in addition to Vitamins A, C, E, Selenium and
Zinc, acknowledged agents in immune system enhancement. The various
components are delivered in one package containing sealed containers and
instructions. The pack is a user-friendly and cost-effective multi-
nutritional product with immune boosters and a high-protein energy base
that forms the basis for a sustainable nutritional component for wellness
programmes. The natural immune-boosting components and the highly
digestible protein and fortified nutritional components of the Imuniti
Pack are manufactured by Group businesses Impilo and Nutritional Foods
respectively.
Various anecdotal trials have been conducted on the Imuniti Pack and the
results have been extremely encouraging. Trials have indicated that the
benefits of using the Imuniti Pack include improved quality of life
through reduced feelings of nausea and fatigue, dissipation of mouth
sores and body thrush, boosted energy levels, lean body mass weight gain,
and reduced susceptibility to opportunistic infections. Formal clinical
trials on the product are in the process of being undertaken.
3. Prospects
The business units of Imuniti and their well branded products have a
trade history of more than 40 years. The introduction of influential
broad-based BEE shareholders and experienced management has considerably
strengthened the businesses and is expected to present various
opportunities for Imuniti.
The specially formulated complementary medicines market, as well as the
market for generic pharmaceutical medicines are growing rapidly.
Increased demand bodes well for Imuniti with its well established plants,
manufacturing processes and practices that are Medicines Control Council
of South Africa approved and registered and compliant with Good
Manufacturing Process Standards.
The demands of Imuniti`s target market for healthcare and wellness and
nutritional products should ensure significant, sustainable growth for
the enterprise in the medium term, which ultimately should translate, for
the investor, into attractive returns via capital growth and dividend
streams.
Imuniti anticipates strong demand for its Imuniti Pack. This will be
driven primarily by the corporate sector and the Government, which are
suffering from ever-increasing costs related to sick employees. The
Imuniti Pack is also expected to be strongly supported by the
Government`s nutritional programmes as well as various donor and aid
organisations.
4. Forecast financial information
The consolidated profit forecasts of Imuniti for the fourteen months
ending 28 February 2007 and the year ending 29 February 2008, the
preparation of which is the responsibility of the directors, are set out
below.
Forecast Forecast
14 months Year
ending ending
28 February 29 February
2007 2008
(R`000) (R`000)
Revenue 69 508 101 172
Gross profit 36 436 58 702
Other income 117 95
Operating expenses (29 232) (36 730)
Profit before interest and 7 321 22 067
taxation
Net interest paid (2 233) 0
Profit before taxation 5 088 22 067
Taxation (2 285) (6 399)
Net profit after taxation 2 803 15 668
Weighted average shares in 587 203 752 946
issue (`000)
Earnings per share (cents) 0,5 2.1
Assumptions
- Forecast revenue has been based on the assumption that the existing
Nutritional Foods and Impilo businesses will generate similar revenues to
what they have in the past, after having made adjustments for inflation
and other known or expected changes in their businesses including the BEE
status of the company. Only 20 000 Imuniti Pack sales have been included
in the forecast for the business year ending February 2007 based on
confirmed orders, No revenue from sales of the Imuniti Pack has been
included in the financial year ending February 2008.
- 94% of the forecast revenue for the first fourteen month period is
attributable to the existing businesses, it includes revenue from
Nutritional Foods for the fourteen month period and four months revenue
of Impilo. The forecast for the year ending 28 February 2008 consists of
a full twelve months of sales revenues generated by the existing
businesses. Although not included in the forecast it is anticipated that
in this period sales of the Imuniti Pack will reach 15% of its envisaged
potential within the local market. At this level of production of the
Imuniti Pack, the Group will still be within its overall production
capacity.
- The sales contribution from the Imuniti Pack is R4 million for the
fourteen months ending 28 February 2007 and although not included in the
forecast it is anticipated that sales will be R53 million for the year
ending 29 February 2008.
- Gross profit margins have been forecast taking into account margins
historically achieved by the existing businesses of the Group. An
improvement is expected over historic margins as a result of increased
levels of production and higher capacity utilisation.
- Operating costs have been based on historical cost information in
respect of the existing businesses. Provision has been made for an
inflation related increase in manufacturing costs of approximately 5% and
existing selling and administrative expenses have been increased by 7.5%,
period on period, no marketing costs have been budgeted in respect of the
Imuniti Pack.
- The forecast has been prepared in accordance with IFRS and assumes
continuity in accounting policies.
- No interest income has been provided for on cash raised from the
private placement.
- No allowance has been made for future acquisitions.
- Depreciation has been provided on the acquisition value of assets
acquired.
- In preparing the forecast, the following has also been taken into
account:
- trading conditions for the existing Group businesses will remain stable
and/or become more favourable due to the Group`s enhanced BEE status;
- continuity in existing management and trading policies; and
- adequate capacity exists to accommodate production increases.
5. Directors, company secretary and registered office
Full names, nationalities, ages, business addresses and occupations of
the board of directors of Imuniti:
Director Age Occupation Business
address
Colin Marake 44 Non- 18 Melrose
Matjila executive Boulevard,
chairman Melrose
Arch,
Melrose
North,
Johannesburg
Paul Hendrik 50 Chief 2nd Floor,
Andries Fouche executive Churchill
officer House, 395
Schoeman
Street,
Pretoria
Johannes Jacobus 52 Chief 2nd Floor,
(Johan) Barnard operating Churchill
officer House, 395
Schoeman
Street,
Pretoria
Hugo Amos Krynauw 63 Chief 2nd Floor,
Slabbert financial Churchill
officer House, 395
Schoeman
Street,
Pretoria
Nomatemba 49 Executive 2nd Floor,
Gugulethu Pudnixia director Churchill
Olivia (Tembi) House, 395
Tambo Schoeman
Street,
Pretoria
Hans Jacob Wessels 57 Executive 2nd Floor,
director Churchill
House, 395
Schoeman
Street,
Pretoria
Nonkumbi Bertha 72 Non- 93
Gxowa executive Voortrekker
director Street, New
Redruth,
Alberton
Miko Alexis 64 Non- 42 Oxford
Rwayitare*# executive Road,
director Sandhurst,
Johannesburg
Gerard Wilhelmus 60 Non- 571 Panther
Slabbert# executive Road,
director Boskruin
X10,
Randburg
Adelaide Frances 77 Non- 21A
Tambo# executive Killarney
director Road,
Sandhurst,
Johannesburg
* Congolese
# Independent
5.2 The Company`s secretary and registered office are:
P H A Fouche (BComm, Certified Financial Accountant)
Unit 4, Ridge 63
8 Sinembe Crescent
La Lucia Ridge, 4051
PO Box 5100, Sinembe, 4019)
6. Listing on AltX
The JSE has formally approved the listing of 752 946 293 ordinary shares
in the share capital of Imuniti on AltX, with effect from the
commencement of trade on 12 December 2006. The shares will trade under
the abbreviated name "Imuniti", with the JSE code "IMU" and the ISIN
"ZAE000089199".
Imuniti has capital and reserves of R98 million. The Company has a
public shareholding of 133 shareholders and public shareholders hold
18.6% of the ordinary shares of the Company.
The purpose of the listing is to:
6.1 have the flexibility of listed shares to allow the Company to
raise capital in the future and to take advantage of potential
acquisition opportunities;
6.2 enhance investor and general public awareness of Imuniti, its
activities and specialised skills;
6.3 afford members of the investing public, clients and business
associates of Imuniti, the opportunity to participate directly in the
income streams derived by Imuniti, as well as in the future capital
growth of its assets;
6.4 attract and retain intellectual capital through the incentive of
meaningful equity participation; and
6.5 broaden Imuniti`s shareholder base.
7. Copies of the prelisting statement
The prelisting statement is available in English and may be obtained from
either the registered office of the Company or the Designated Adviser,
Exchange Sponsors (Proprietary) Limited, Building Three, First Floor,
Commerce Square, 39 Rivonia Road, Sandhurst, Sandton.
Pretoria
11 December 2006
Designated Adviser Independent reporting
accountants and auditors
Exchange Sponsors (Pty) Ltd Siyabala Inc.
Attorneys Transfer secretaries
Oelofse Hefer & Wessels Link Market Services South
Africa (Pty) Ltd
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 ability
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 in
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: 11/12/2006 14:26:01 Produced by the JSE SENS Department.
