18 Sep 2012
JCI LIMITED - update on Canomby transaction and renewal of cautionary 18 Sep 2012
Update on Canomby transaction and renewal of cautionary
(Incorporated in the Republic of South Africa)
Registration number 1894/00854/06
Share code: JCD
ISIN: ZAE0000039681 (Suspended)
(”JCI” or ”the Company”)
UPDATE ON THE TRANSACTIONS BETWEEN JCI INVESTMENT FINANCE PROPRIETARY
LIMITED(“JCIIF”), BOSCHENDAL PROPRIETARY LIMITED (“BOSCHENDAL”) ND
CANOMBYS LIMITED (“CANOMBYS”) AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
JCI shareholders are referred to the announcement released on SENS on 6 August 2012 which
outlined the key terms of the Transaction Agreement between JCIIF, Boschendal and Canombys
regarding the recapitalisation of Boschendal whereby:
- Boschendal will issue 769,608 Boschendal shares to Canombys for R76.96 reducing JCI’s
indirect shareholding in Boschendal from 62.67% to 49.00%;
- Canombys will advance R79,999,923.04 to Boschendal as a shareholders loan;
- the JCIIF and Canombys shareholder loans to Boschendal will be equalised such that
Canombys and JCIIF shall hold 51% and 49% respectively of the shareholder loans owing
by Boschendal to its shareholders;
- thereafter, Boschendal shall effect a rights offer to its shareholders to raise R20,000,000.00
of additional capital.
(collectively the “Transactions”).
This announcement provides JCI shareholders with:
- an update regarding the implementation of the Transactions and the outstanding conditions
- an update on the categorisation of the Transactions following the receipt of a formal ruling
from the JSE Limited (“JSE”); and
- an overview of the key terms agreed in the Transaction Agreement and the shareholders
agreement (which incorporates the MOI agreed to between JCIIF and Canombys and to be
adopted by Boschendal) (“Shareholders Agreement”).
2. Categorisation of the Transactions and JCI’s continued listing
The JSE was initially approached regarding the categorisation of the Transactions and it was
concluded that the Transactions represent a Category 1 transaction in terms of the JSE Listings
Requirements, which was reflected in the SENS announcement dated 6 August 2012. The JSE
have, following further interaction, provided a formal ruling that the Transactions represent a
Category 2 transaction in terms of the JSE Listings Requirements, and as a result no
shareholders meeting is required in terms of the JSE Listings Requirements to approve the
As part of the formal ruling, the JSE highlighted that once the Transactions have been
implemented, JCI will not control the majority of its assets in terms of the JSE Listings
Requirements and has requested that JCI submit details to the JSE justifying its continued listing
on the exchange. JCI shareholders are advised of the fact that JCI will no longer control the
majority of its assets following the Transactions and that this may result in the delisting of JCI.
3. Conditions precedent
As at the date of this announcement all of the conditions precedent to the Transactions have been
fulfilled and/or waived.
4. Pro forma financial effects of the Transactions
The pro forma financial effects of the Transactions on JCI’s unaudited net asset value statement
are not significant.
5. Key terms of the Transactions
Shareholders of JCI are once again referred to the announcement dated 6 August 2012 for more
detail on the key terms of the Transactions.
6. Other key terms of the Transaction Agreement and Shareholders Agreement
The Transaction Agreement states that after the date of signature, JCIIF and Canombys shall use
reasonable endeavours to conclude a shareholders’ agreement in respect of Boschendal and to
adopt a new MOI. The Shareholders Agreement which incorporates the MOI agreed to between
JCIIF and Canombys and to be adopted by Boschendal, was entered into on or about
16 August 2012 and includes, inter alia, provisions relating to the following:
6.1. the appointment of the board of directors of Boschendal and how voting is to be conducted at
6.2. the holding of shareholders’ meetings and how voting will be conducted thereat;
6.3. minority protections;
6.4. pre-emptive rights;
6.5. deemed offer provisions;
6.6. come along provisions;
6.7. tag along provisions;
6.8. provisions relating to the funding of Boschendal including the undertaking that any funding
required by Boschendal will be provided firstly out of the cash generated by the business of
Boschendal, secondly, by way of funding obtained on commercial terms in the open market
and lastly by way of a rights issue to the Boschendal Shareholders;
6.9. an undertaking from JCIIF to make an offer of the Boschendal Shares held by JCIIF to
Canombys if JCIIF fails to distribute the Boschendal Shares held by it (other than in certain
circumstances) to its shareholders within a period of two years following the implementation
of the Transactions.
7. Renewal of cautionary
Shareholders are reminded that JCI is in the process of finalising its 2011 and 2012 annual
financial statements, and as a result, are advised to continue to exercise caution when dealing in
the company’s securities until the release of the aforementioned annual financial statements.
18 September 2012
Sponsor: Investec Bank Limited
Legal adviser to JCI: Eversheds
Legal adviser to Canombys: Edward Nathan Sonnenbergs
Date: 18/09/2012 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (’JSE’).
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