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CAXTON AND CTP PUBLISHERS AND PRINTERS LIMITED - Proposed Cancellation of Share Incentive Scheme, implement by way of acqui of shares from Family Trusts of Directors

Release Date: 29/10/2019 15:00
Code(s): CAT     PDF:  
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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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