| Fri 16 Mar 2007, 15:59 | | IVT - Invicta - Issue to BEE Parties |
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IVT
IVT
IVT - Invicta - Issue to BEE Parties, of 25% of the ordinary shares in Humulani
and withdrawal of cautionary
Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
Share code: IVT & ISIN code: ZAE000029773
("Invicta")
aloeCap (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/020270/07)
("aloeCap")
Announcement regarding the issue to Black Economic Empowerment ("BEE") parties,
of 25% of the ordinary shares in Humulani Investments (Proprietary) Limited,
a wholly-owned subsidiary of Invicta ("Humulani") and withdrawal of
cautionary
1. INTRODUCTION
Shareholders are referred to the announcements dated 7 July 2005 and 17 February
2007 respectively, and the circular to Invicta shareholders dated 7 July
2005.
During a general meeting of Invicta shareholders held on 25 July 2005 ("the
general meeting"), the requisite majority of shareholders approved the issue
of shares in the restructured Invicta group to BEE party/ies, which BEE
party/ies may include a share incentive trust to be established in future,
for the benefit of BEE employees of the Invicta group ("the BEE
transaction").
Shareholders are advised that Invicta has entered into agreements with the
following two parties:
- the issue of 20% new ordinary shares in Humulani, for R 93 000 000
to aloeCap Private Equity Investments 1 (Proprietary) Limited, a
wholly owned subsidiary of aloeCap; and
- the issue of 5% new ordinary shares in Humulani to The Humulani
Investments Share Incentive Trust ("the Staff Trust") for R 23 250
000 (collectively "the BEE parties").
2. Background
2.1 Background on aloeCap
aloeCap is a 100% black owned and managed company. The company is held 90% by
its founder black entrepreneurs and 10% by a trust established to benefit
previously disadvantaged women. Over the past 10 years, aloeCap has built a
solid track record as:
Advisor
aloeCap has advised the public sector on transactions worth more than R40
billion. Clients include Eskom, Transnet, Denel, SAA, Gambling boards,
Competition Commission, National, Provincial and Local Government.
Partner
aloeCap entered into partnerships that generate over a billion rands in
turnover. These partnerships cover mining and industrial fabrication and
wholesaling, information technology and events management.
Fund raiser
aloeCap has established relationships with local and international banking and
institutional investors and have raised more than R2 billion for the group
and its clients.
2.2 Background on the Staff Trust
The Staff Trust was established in terms of the mandate given by Invicta`s
shareholders, at the general meeting for the benefit of the black staff of
Invicta, who have been defined as Black People, as set out in the Broad
Based BEE Codes of Good Practice as published by the Department of Trade and
Industry ("the Codes").
3. Rationale
The rationale for the BEE transaction was to:
- restructure the Invicta group in a manner which unlocked
efficiencies that were not optimised in the existing structure and
which facilitated the implementation of a BEE transaction; and
- introduce BEE parties to such restructured group in an optimal way,
so as to ensure the continued sustainability of the group and
stimulate the future growth of its business operations in South
Africa.
4. Terms and conditions
Shareholders are referred to the announcement dated 17 February 2006 which
provided details of the financing for the restructuring and the BEE
transaction. In terms thereof, Invicta has elected to provide security to
the financiers in an amount equal to 50% of the aloeCap subscription price,
at market related rates.
Invicta has also advanced the Staff Trust an amount of R23 250 000 in respect of
its subscription price.
The BEE transaction is subject to the following terms and conditions:
- aloeCap will not dispose of its shareholding in Humulani for a
period of 5 years from the subscription date, being 23 March 2007
("subscription date"), and a disposal during the subsequent period
of 5 years will be subject to agreed conditions, particularly in
respect of the continued empowerment of the shareholding disposed
of.
- The BEE ownership score of aloeCap may not be reduced by more than
25% and 40% respectively, during the first three and seven years
from the subscription date, through a disposal of shares by
aloeCap.
- aloeCap must conclude and effect a transaction by 1 February 2008,
for the issue of 10% of its share capital to Black Women (as
defined in terms of the Codes).
- aloeCap has granted Invicta a pre-emptive right in respect of a new
issue of aloeCap shares, for up to 25% and 40% respectively, during
the first three years and seven years after the subscription date
(save where shares are issued to existing shareholders).
- Each of aloeCap and Invicta have pre-emptive rights in respect of
each other`s shareholding in Humulani.
- aloeCap has the right to put the Humulani shares to Invicta or
otherwise sell them on the open market (should Invicta not take up
the put option), if Humulani passes a resolution which may
materially affect the business of Humulani, but to which aloeCap
did not consent.
- The loan by Invicta to the Staff Trust to take up the shares in
Humulani will be interest free for the time being, will be repaid
by dividends declared by Humulani and may be called, upon three
months` written notice by Invicta.
- Conditions precedent in terms of the issue and registration of
certain statutory documents to give effect to the above, must be
completed by 23 March 2007, upon which payment is to be effected.
5. Pro forma financial information
The table below sets out the unaudited pro forma financial effects of the BEE
transaction for the year ended 31 March 2006.
The unaudited pro forma financial effects are presented for illustrative
purposes only and because of their nature may not give a fair reflection of
the results, financial position and changes in equity for the Invicta Group,
after the BEE transaction.
It has been assumed for purposes of the unaudited pro forma financial effects
that the BEE transaction took place on 31 March 2006.
The directors of the company are responsible for the preparation of the
unaudited pro forma financial effects.
Per ordinary share Notes Before After (%) Change
(cents) (%)
Earnings 1 170 199 17
Headline earnings 1 170 170 0
Net asset value 2 970 999 3
Net tangible asset value 2 694 723 4
Notes:
1. The amounts in the "Before" column represent the audited headline
earnings and earnings per share disclosed in the financial results for
the year ended 31 March 2006. The amounts in the "After" column
represent the unaudited headline earnings and earnings per share after
the BEE transaction based on the assumption that the BEE transaction
was effective 31 March 2006.
2. The amounts in the "Before" column represent the audited net asset
value and net tangible asset value per share as disclosed in the
financial results as at 31 March 2006. The amounts in the "After"
column represent the unaudited net asset value and net tangible asset
value based on the financial results as at 31 March 2006 adjusted for
the BEE transaction, had it been effected on 31 March 2006.
6. Effective date
The effective date of the BEE transaction will be upon completion of the
abovementioned conditions precedent on or before Friday, 23 March 2007.
7. Withdrawal of cautionary announcement
Shareholders are referred to the cautionary announcement dated 2 February 2007
and are advised that the cautionary announcement is hereby withdrawn and
they no longer need to exercise caution when dealing in their Invicta
securities.
Cape Town
16 March 2007
CORPORATE ADVISER TO INVICTA
Bravura
ATTORNEYS
Bernadt Vukic Potash & Getz Attorneys
SPONSOR
Deloitte & Touche Sponsor Services (Pty) Ltd
Date: 16/03/2007 15:59:53 Produced by the JSE SENS Department.
