EQSTRA HOLDINGS LIMITED - THE PROPOSED DISPOSAL BY EQSTRA OF THE EXCESS ASSETS OVER A PERIOD OF 24 MONTHS TO THIRD PARTIES
6 June 2016 15:38
EQS 201606060028A THE PROPOSED DISPOSAL BY EQSTRA OF THE EXCESS ASSETS OVER A PERIOD OF 24 MONTHS TO THIRD PARTIES EQSTRA HOLDINGS LIMITED (Incorporated in South Africa) (Registration number 1998/011672/06) Share code: EQS ISIN: ZAE000117123 (“Eqstra”) TERMS ANNOUNCEMENT RELATING TO THE FOLLOWING: . THE PROPOSED DISPOSAL BY EQSTRA OF THE EXCESS ASSETS OVER A PERIOD OF 24 MONTHS TO THIRD PARTIES, SUCH DISPOSAL CONSTITUTING A CATEGORY 1 TRANSACTION IN TERMS OF THE JSE LISTINGS REQUIREMENTS; AND . WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT RELATING TO SALES OF EXCESS ASSETS AS RELEASED ON 3 FEBRUARY 2016 AND RENEWED ON 15 MARCH 2016 AND 3 MAY 2016 1. INTRODUCTION Shareholders of Eqstra (“Shareholders”) are referred to the cautionary announcement released on SENS on 3 February 2016, and renewed on 15 March 2016 and 3 May 2016, wherein it was advised that Eqstra Moçambique Limitada (“EML”) signed a Memorandum of Intent with Minas de Benga Limitada (“MBL”) to purchase the mining equipment used by Eqstra at the Benga Coal Mine in Mozambique that were identified as held for sale as at 31 December 2015 (“Benga Excess Assets”). To date the Memorandum of Intent could not be concluded and management decided to dispose of the Benga Excess Assets, and the mining equipment owned by Eqstra in South Africa that were identified as held for sale as at 31 December 2015 (“Local Excess Assets”), collectively (“the Excess Assets”), to third parties for an amount in the aggregate not less than ZAR802.9 million (“the Disposal Consideration”) (“the Disposal”). The Excess Assets will be sold through an auction process. Reputable auction houses had been approached and a list of units with each item's floor price had been provided. These auction houses will then sell the assets at best, but not below the floor price. The floor prices in aggregate equates to the minimum price of R802.9 million. Management will approve all sales offers prior to releasing the units. Given the nature and the size of the equipment it is unlikely that the units will all be sold in one transaction and multiple transactions over a period of time (24 months) was envisaged. The buyers and the specific selling prices per unit that would be achieved would be unknown at the time of the circular being issued. All sales will be made through local and/or international auctions. It must also be noted that the R802.9 million is an indicative price and that the consideration received could be less or more depending on prevailing market conditions. Eqstra hereby confirm that it is currently unclear to whom the excess assets will be sold to or the exact proceed amounts. All the units will be disposed of through auction houses given that the assets are very large mining equipment. It is imperative that the assets be sold to improve the group’s liquidity position. Eqstra already received an expression of interest for some of the Local Excess Assets through auction houses, subject to shareholder approval. All sales will be made through auction houses therefore no sales will be made to related parties. Management will also only approve sales once the purchaser had been identified as a non-related party. Due to the Disposal being a category 1 transaction in terms of the JSE Listing Requirements, the Disposal requires the approval of shareholders in general meeting. The impaired value of the assets held for sale, being the Excess Assets, is R1 147 million and the consolidated total assets of Eqstra were worth ZAR13 454 million as at 31 December 2015. Therefore, the Disposal does not constitute a disposal of the greater part of Eqstra's assets or undertaking as contemplated in section 112 of the Companies Act, 2008 (Act No. 71 of 2008), as amended, and as such the Disposal does not need to be approved by a special resolution of Eqstra Shareholders. 2. BACKGROUND INFORMATION ON THE EXCESS ASSETS 2.1 Benga Excess Assets MBL is the titleholder and owner of the Benga Coal Mine located at Benga in the Tete Province, Mozambique (Mine). MBL and EML (“Parties”) were parties to the Benga Coal Project Mining Contract (“Contract”), pursuant to which EML agreed to perform open pit mining and associated services at the Benga mine. The Contract expired in accordance with its terms on 31 December 2015. As announced previously, the Parties entered into a Memorandum of Intent with regard to the Contract, in terms of which EML sells the Benga Excess Assets to MBL. The Memorandum of Intent was entered into on 29 January 2016. To date the Parties have not reach finality on this sale and the Board has therefore resolved that the Benga Excess Assets be sold partially or in whole to any third party over a 2 year period. Since termination of the Contract with effect from 31 December 2015, the mining operations ceased, and the Benga Excess Assets were impaired to an asset held for sale value of ZAR782.0 million, as at 31 December 2015. These assets were previously classified as leasing assets and valued as assets in use. Below is a summary of the Benga Excess Assets. Asset held for sale value at 31 December 2015 ZAR’m Zambia Road Estate 9.3 Plant, equipment and fixed assets 746.2 Inventory 26.5 Total Benga Excess Assets 782.0 All the Benga assets were acquired on inception of the contract in 2010. 2.2 Local Excess Assets Further, it was announced that Eqstra is also in the process of closing or selling other non-core operations as part of its strategy to refocus the group. This includes the Local Excess Assets in Eqstra's Contract Mining and Plant Rental division as it was unlikely that these assets will deliver desired return over the short term. These assets were previously valued as part of leasing assets. Following the decision to sell the assets, the assets were classified as held for sale and impaired by R736 million to the value of ZAR365.0 million as at 31 December 2015. All the local excess assets were purchased prior to 2011. 3. THE DISPOSAL TERMS AND CONDITIONS 3.1 Terms Eqstra impaired the Benga Excess Assets to an asset held for sale value of ZAR782.0 million. The disposal amount of the Benga Excess Assets is capped at not lower than 70% of the valuation amount, being ZAR547.4 million. Eqstra has also impaired the Local Excess Assets in the Contract Mining and Plant Rental division to the value of ZAR365 million as at 31 December 2015. The disposal amount of the Local Excess Assets is capped at not lower than 85% of the valuation amount, being ZAR255.5. Net asset values for the Excess Assets that were identified as held for sale, as at 31 December 2015: Entity Asset held Disposal for sale value Consideration (R’ million) (R’ million) MCC Plant Hire 84.0 58.8 MCC Contracts 281.0 196.7 EML 782.0 547.4 Total Excess Assets 1 147.0 802.9 The Board has therefore resolved to approve the disposal of the Excess Assets owned by MCC Contracts Proprietary Limited, EML and Mutual Construction Company (Transvaal) Proprietary Limited, trading as MCC Plant Hire, provided that – . the aggregate consideration for all the Excess Assets to be disposed of by the Contract Mining and Plant Rental division shall not be less than ZAR802.9 million, being an amount equal to 70% (seventy percent) of the Asset held for sale value of such Excess Assets; and . the Excess Assets shall be disposed of within a period of 24 (twenty-four) months, calculated from the date upon which the shareholder resolution approving the Disposal has been adopted. 3.2 Conditions precedent The Disposal will be subject to the fulfilment or waiver, as the case may be, of the following conditions precedent: . the Shareholders approving the sale of the Excess Assets at the general meeting with the requisite majority in terms of the Listings Requirements (at least 50% + 1 by number of votes, present and voting). 3.3 Rationale for the Disposal The intention to dispose of the Excess Assets was previously discussed at the September 2015 annual results presentation of Eqstra and re-emphasised during the interim results presentation in March 2016. The proposed sale of the Excess Assets is in line with Eqstra’s stated strategy to reduce its exposure to the mining industry. The proceeds of the proposed sale of the Excess Assets would enhance the Group’s cash liquidity position. The Benga Excess Assets are largely mine specific and assembled on site. Throughout the Contract period the intention was to either: . sell the assets to the mine owner (MBL) at the end of the period; . extend the contract mining agreement; or . find alternative contracts or buyers for the equipment. Eqstra considered the various options. It became clear towards the end of the Contract term that the mine owner had some liquidity constraints based on the low coal prices and the last option was most likely to succeed. MBL continued to express an interest to purchase the Benga Excess Assets for the impaired carrying value. Eqstra engaged with MBL for a sale of the Benga Excess Assets, but such sale has not been successfully concluded to date, hence Eqstra's decision to consider alternative buyers for the Benga Excess Assets. Eqstra changed the manner in which the assets are valued from assets in use included in leasing assets to assets held for sale, in the 31 December 2015 interim results. An impairment on the Benga Excess Assets of R449 million was recorded and the operations which had been closed down were classified as discontinued operations in line with the requirements of IFRS. Eqstra changed the strategy of the Group in June 2015 to become a services-focussed group. As part of the process, Eqstra started to reconsider the current business model. In addition, approximately 18 months ago the Contract Mining and Plant Rental division of Eqstra reported the termination of two major contract mining projects. The mining environment had been in a decline in South Africa and opportunities for contract mining has become less frequent. Pricing also became more competitive. The combination of these factors resulted in equipment to the value of approximately ZAR700 million being in excess of the then current operational requirements. This resulted in an impairment of ZAR97.0 million being recorded in the South African operations in June 2015 for some of these Local Excess Assets, as a portion had then been earmarked for future opportunities. It was noted that no excess assets existed prior to the June 2014 financial year. The change in strategy, the current mining environment as well as the cost of maintaining and repairing these assets resulted in management changing direction. These assets, as well as underutilised assets on sites, were then classified as assets held for sale by December 2015. This change resulted in an impairment of ZAR736 million as the Local Assets were impaired to fair value, being the current anticipated selling price less cost to sell. The intention is to dispose of the Excess Assets over a period of 24 months to various parties. In aggregate the Excess Assets will not be sold for less than the Disposal Consideration. Eqstra is also in a tight liquidity position and the cash from the Disposal would greatly alleviate the constraints. The proceeds of the Disposal will be utilised to repay debt. All proceeds from the sales of Local Excess Assets will be utilised to repay RSA bank debt and proceeds from the sales of Benga Excess Assets will be utilise to repay Rest of world funding. 3.4 Categorisation and Shareholder approval Based on the value of the Excess Assets to be sold relative to the market capitalisation of Eqstra, in terms of the JSE Listings Requirements, the Disposal is classified as a category 1 transaction and Shareholders will be asked for approval to sell these Excess Assets over a two-year period, details of which will be included in the notice of the general meeting forming part of the circular referred to in paragraph 5 below. Eqstra believes that the Disposal Consideration for the Excess Assets of ZAR802.9 million should be realisable (subject to market conditions), over the next 24 months after Shareholder approval. 3.5 Opinion by the Directors The Directors having carefully considered the rationale for and terms and conditions of the Disposal are unanimously of the opinion that the terms and conditions of the Disposal are fair and reasonable to the Shareholders, are beneficial for Eqstra and in the best interest of the Shareholders and accordingly recommend that Shareholders vote in favour of all Resolutions to be considered at the general meeting. The Directors who hold shares intend voting in favour of the relevant resolutions. 4. PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL The pro forma financial effects of the Disposal are presented below. The pro forma financial effects are presented in accordance with the Listings Requirements of the JSE, the Guide on Pro Forma Financial Information issued by The South African Institute of Chartered Accountants, ISAE 3420 and the measurement and recognition requirements of International Financial Reporting Standards (“IFRS”). The pro forma financial effects have been presented for illustrative purposes only to provide information on how the Disposal might have impacted the financial results and position of the Eqstra Group and, because of their nature may not fairly present Eqstra’s financial position, changes in equity, or results of operations or cash flows after the Disposal. The pro forma financial effects have been prepared using accounting policies that are consistent with IFRS and with the basis on which the historical financial information has been prepared in terms of the Group’s accounting policies. The Directors of Eqstra are responsible for the preparation of the pro forma financial effects. Pro forma effects on the six months to 31 December 2015 Unaudited 31 December 2015 Pro forma Excess Before the Asset After the transaction transaction transaction Note 1 Note 2 Ordinary weighted (millions) 391.16 391.16 Ordinary in issue (millions) 405.50 405.50 Earnings per share - continuing operations (cents) (112.5) 4.3 (108.2) Headline earnings per share - continuing operations (cents) 22.2 10.0 32.2 Earnings per share -discontinued operations (cents) (174.9) 17.4 (157.5) Headline earnings per share - discontinued operations (cents) (24.4) (2.9) (27.3) Note 3 Net asset value per share (cents) 704.8 (1.5) 703.3 Tangible net asset value per share (cents) 648.3 (1.5) 646.9 Reconciliation of headline earnings Unaudited 31 December 2015 Pro forma Before the After the transaction transaction Note 1 Basic Earnings from continuing operations Basic Earnings (440) (423) Impairment of leasing assets 530 - Loss on sale of Excess Assets - 552 Profit on sale of property, plant and equipment (3) (3) 87 126 Basic Earnings from discontinued operations Basic Earnings (684) (616) Impairment of leasing assets 588 6 Loss on sale of Excess Assets - 497 Withholdings tax on dividends - 6 (96) (107) Basic Earnings from total operations Basic Earnings (1 124) (1 039) Impairment of leasing assets 1 118 6 Loss on sale of Excess Assets - 1 049 Profit on sale of property, plant and equipment (3) 3 (9) 19 Notes: 1. Extracted from the unaudited condensed consolidated financial results of Eqstra for the six months ended 31 December 2015. 2. Pro forma earnings and pro forma headline earnings per share are presented based on the following principal assumptions: a. The loss on sale of Excess Asset from continuing operations is calculated based on proceeds of R365 million and the net book value of the assets on 1 July 2015. b. The loss on sale of Excess Asset from discontinued operations is calculated based on proceeds of USD 50 million and the net book value of the Excess Assets on 1 July 2015. An exchange rate of USD1:R12.14 was used. c. Interest saved on loan repayments is calculated at 9.5% pa d. Exchange rate of USD1:R15.637 (31 December 2015) and USD1:R12.14 (1 July 2015) was used. e. Once-off transaction costs of R1 119 000 are assumed and expensed. 3. Pro forma net asset and pro forma net tangible asset value per share are presented based on the following principal assumptions: a. The Transaction was effective 31 December 2015; b. Exchange rate of USD1:R15.637 (31 December 2015) c. Excess Assets at 31 December 2015 assumed to have been disposed of on 31 December 2015. d. The net proceeds from the sale of Excess Assets in Mozambique, after repayment of Mozambique debt and the equity loan with Eqstra, is subject to withholding tax at 8%. e. Sale proceeds are used to settle debt. 4. All effects are of a recurring nature except where otherwise stated. 5. CIRCULAR AND SALIENT DATES AND TIMES Details of the Disposal will be included in a circular to be sent to shareholders on or about 10 June 2016. The salient dates and times regarding the general meeting of Shareholders will be published on the date of posting of the circular. 6. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are referred to the previous cautionary announcements referred to in paragraph 1 above, and are advised that they are no longer required to exercise caution when dealing in the Eqstra’s securities. Shareholders are advised that this cautionary being withdrawn today is unrelated to the cautionary announcement released on 8 April 2016 and renewed on 24 May 2016. 6 June 2016 Johannesburg Transaction Sponsor: Legal Advisor Independent Reporting Deloitte & Touche Sponsor Werksmans Accountants and Auditors: Services Proprietary Limited Deloitte & Touche Date: 06/06/2016 03:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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