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Cape Town - Wooltru [JSE:WLO], one of the JSE’s oldest cash shells will finally get new operating assets.
Wooltru - which until the late nineties housed retail giants like Woolworths, Truworths and Massmart – has secured a long-awaited deal that will see PBT Group reverse its operating assets into the cash shell.
PBT’s main operating subsidiaries are PBT Technology Services and PBT Infosight (Pty) Limited, Stricklands Tetra Cape and a 50% stake in PBT Insurance Technologies.
Wooltru, which has operated as a cash shell for almost a decade, will issue 5.15bn shares in exchange for the new operating assets.
A Wooltru notice to shareholders described PBT as a business intelligence and information management specialist that served large national and international clients in South Africa and Australia.
The company also provided specialist healthcare management solutions and services.
PBT has warranted pre-tax profit of R32m for the year to end February 2011. If the profits are not achieved the purchase settlement will be adjusted downwards.
Reorganisation of Wooltru share capital
An interesting aside to the PBT deal is a proposal to reorganise share capital to facilitate the acquisition.
This would entail Wooltru’s ordinary shares and "N" ordinary shares being converted into one class of ordinary shares. The re-organisation will see 7bn shares in issue.
But the reorganisation of Wooltru’s share capital answers the question around whether a "high voting" share really has any economic value.
Wooltru has proposed that ordinary shareholders be offered new bonus ordinary shares in the ratio of 10 new bonus shares for every 100 ordinary shares held.
This bonus issue would compensate ordinary shareholders for giving up their superior voting rights.
Wooltru’s ordinary shares have mostly traded at a higher price than its N-shares.
The reorganisation of the share capita, however, appeared to be out of the hands of Wooltru. It seems the high voting share structure had to be collapsed in terms of the JSE’s listings requirements before the PBT acquisition could be implemented.
- Fin24.com