25 November 2013JASCO ELECTRONICS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/003293/06)
Share Code: JSC & ISIN: ZAE000003794
("Jasco" or "the company" or “the Group”)
RIGHTS OFFER TO RAISE R57.6 MILLION OF NEW EQUITY AND CIRCULAR TO SHAREHOLDERS
1. INTRODUCTION, RATIONALE AND PURPOSE OF THE RIGHTS OFFER
Shareholders are referred to the announcement published on the Stock Exchange News Service of the JSE Limited (“SENS”) on 18 September 2013, whereby shareholders were advised that Jasco is seeking to raise new capital from existing shareholders by way of a renounceable rights offer. The Jasco Board is pleased to announce a rights offer of 72 million ordinary shares at 80 cents per share amounting to R57.6 million (before expenses).
Jasco is entering the final year of its three-year restructuring programme and has made significant progress thus far, with the latest year being one of strong corrective action.
The major milestones achieved during the first two years of the restructuring programme can be summarised as follows:
The consolidation of five business units;
The removal of several management positions and one management level;
The de-registration or sale of thirteen legal entities;
Creating a single Jasco brand from numerous disjointed brands;
Growing the order intake from R800 million in 2011 to R1.2 billion in 2013;
Expanding the national and regional footprint to service major customers;
Expanding into eleven new product and market segments; and
Reducing customer dependency, with no customer representing more than 8% or revenue.
Going forward, the last year of this programme will be focussed on the following key areas:
Improving the funding position as well as reducing the interest burden on the business;
Exiting low-value manufacturing businesses systematically, which includes the finalisation of the sale of M-TEC and the disposal of non-core business units in, inter alia, the automotive and leisure segments of Jasco Electrical Manufacturers;
Monitoring non-performing business areas; and
Improving the quality of earnings generated by Jasco by amongst other things, completing the restructuring programme, consolidating procurement and improving working capital management.
In line with the restructuring programme and the Group’s strategic initiative on improving its funding position, the directors of Jasco have proposed the rights offer to further accelerate its organic growth strategies and to strengthen and improve the structure and efficiency of its balance sheet.
The company intends to use the proceeds of the rights offer to:
Reduce the Group’s bank account overdraft balances and continue to fund organic growth initiatives;
and increase the balance sheet flexibility by diversifying and improving funding sources and ensuring additional borrowing capacity.
2. PARTICULARS OF THE PROPOSED RIGHTS OFFER
Gross amount raised R57,600,000
Ratio 49.181 shares for every 100 Jasco shares held
Issue price 80 cents per rights offer share
Listing Application will be made for a listing of the 72,000,000 rights offer shares on the JSE
Excess applications Shareholders are permitted to apply for shares in excess of their entitlement
3. IRREVOCABLE UNDERTAKINGS AND UNDERWRITING
The rights offer is partially underwritten by Sasfin Bank Limited (“Sasfin”) and Harvibase Investments (Proprietary) Limited (“Harvibase”) to an amount of R45 million and an underwriting fee of R1 000,000 will be payable to Sasfin. The right of the underwriters to subscribe for the rights offer shares in terms of the underwriting agreements shall firstly be allocated to Sasfin being the lead underwriter, up to a maximum of R40,000,000, and thereafter to Harvibase, being the co-underwriter, to a maximum of R5,000,000. The right of the underwriters to subscribe for the rights offer shares, shall rank before any/all excess application(s).
4. CONDITIONS PRECEDENT
The proposed rights offer is conditional upon the approval by the JSE Limited of the required documentation so as to implement the rights offer.
5. FURTHER UPDATE REGARDING THE RIGHTS OFFER
Shareholders are hereby advised that further announcements will be made on SENS in this regard together with the salient dates of the proposed rights offer.
22 November 2013
Corporate Adviser and Sponsor
Grindrod Bank Limited
Sasfin Bank Limited
Harvibase Investments (Pty) Limited