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Proposed Cancellation of Share Incentive Scheme, implement by way of acqui of shares from Family Trusts of Directors
Caxton and CTP Publishers and Printers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1947/026616/06)
Share code: CAT ISIN: ZAE 000043345
(“Caxton” or “the company”)
PROPOSED CANCELLATION OF SHARE INCENTIVE SCHEME, TO BE IMPLEMENTED BY WAY
OF THE ACQUISITION OF SHARES FROM THE FAMILY TRUSTS OF DIRECTORS
1. INTRODUCTION
Shareholders are advised that Caxton has entered into separate agreements in terms of which it
will procure the cancellation of an executive share scheme, to be implemented by the acquisition
of ordinary shares in the company from the family trusts of two executive directors (“the
agreements” and “the corporate action”). Full details of the agreements and the terms and
conditions to which implementation of the corporate action is subject are set out in paragraphs 2,
3 and 4 of this announcement.
2. THE AGREEMENTS
In terms of the agreements, and on implementation of the corporate action, the company will,
through its wholly-owned subsidiary, CTP Limited, acquire 8 million ordinary shares in the
company, at the original subscription price for the shares of R15 per share, from the family trusts
of Messrs. TJW Holden and PG Greyling, respectively the Managing Director and Deputy
Managing Director of the company (“the trusts”). This will enable the trusts to repay the financial
assistance of R14,75 per Share extended to them.
The original issue of the shares (and the financial assistance required for the subscription) was
approved by the shareholders of the company at a general meeting that was held on Thursday,
8 October 2015.
3. ACQUISITION OF SHARES FOR CASH
The acquisition requires the approval of the shareholders of the company in general meeting by
way of a special resolution in terms of the Companies Act, requiring a quorum at the meeting of
25% of the issued share capital of the company, with a 75% vote in favour of the resolution being
achieved. A similar percentage vote in favour of the resolution is required in terms of the Listings
Requirements of the Johannesburg Stock Exchange (“the JSE”). As the acquisition price will be
at a premium to the 30 day Volume Weighted Average Price per share for the 30 day period prior
to conclusion of the agreements, the Listings Requirements require the issue of an opinion by an
independent professional expert approved by the JSE as to whether the terms of the acquisition
are fair as far as the shareholders of the company are concerned.
4. RELATED PARTY TRANSACTION
The acquisition is classified as a small related party transaction in terms of the Listings
Requirements of the JSE, which does not require shareholder approval, but does require the
issue of the opinion referred to above.
5. PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION
The table below sets out the pro forma financial effects of the acquisition on Caxton’s earnings
per share, fully diluted earnings per share, headline earnings per share, fully diluted headline
earnings per share, net asset value per share and tangible net asset value per share on the most
recently published reviewed provisional financial results of the Company for the financial year
ended 30 June 2019. The financial effects are the responsibility of the Directors of the company,
are prepared for illustrative purposes only and, because of their nature, may not fairly present the
financial position of the company, changes in its equity or the results of its operations or cash
flows after the acquisition.
Reviewed Adjustments Notes After the %
provisional to acquisition Increase/
30 June 2019 (decrease)
EPS (cents) 86,7 8,3 1 95,0 9,6
Diluted EPS (cents) 86,7 8,3 1 95,0 9,6
HEPS (cents) 101,6 8,6 1 110,2 8,5
Diluted HEPS (cents) 101,6 8,6 1 110,2 8,5
NAV per share (cents) 1 484 7,0 2 1 491 0,5
TNAV per share (cents) 1 442 6,0 2 1 448 0,4
Weighted average (‘000) 387 422 175 (8 000 000) 3 379 422 175 (2,1)
number of ordinary
shares in issue
Ordinary shares in (‘000) 386 713 640 (8 000 000) 3 378 713 640 (2,1)
issue
Notes:
1. Adjusted for:
• deemed interest on loans to directors not received
• R120 million paid for the acquisition, R114 million received as repayment of loans to
directors
• Interest not earned on net cash outflow of R6 million, calculated at 5,9% per annum
• Upfront payment of deemed interest on loans to directors, being R114 million being
R114 million received as repayment of loans to directors, less the balance of R84,269
million as at 1 July 2018
• Transaction costs in respect of the corporate cation amounting to R0,52 million
expensed
• Normal tax at 28% raised on interest not earned on R6 million cash outflow, but not on
transaction costs
2. Adjusted for:
• 8 million shares acquired for cash at R15 per Share, totalling R120 million
• R114 million received in cash as repayment of loans to directors
• Upfront payment of deemed interest on loans to directors, being R114 million received
as repayment of loans to directors, less the balance of R88,609 million as at 30 June
2019
• Transaction costs in respect of the corporate action amounting to R0,52 million
expensed
• Normal tax at 28% not raised on transaction costs
3. Based on the 8 million shares acquired by CTP being in turn acquired from CTP by Caxton
and cancelled.
4. CIRCULAR TO SHAREHOLDERS
A circular to shareholders convening a general meeting at which the resolutions required to
implement the acquisition will be proposed is being prepared and will, subject to the approval of
the JSE, be dispatched to shareholders in due course.
By order of the board
Johannesburg
29 October 2019
Sponsor Reporting Accountants
Arbor Capital Sponsors Proprietary Limited BDO South Africa Inc.
Attorneys Independent Professional Expert
Fluxmans Inc. PSG Capital
Date: 29/10/2019 03:00:00
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