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20
JOHN DANIEL HOLDINGS LIMITED AND ITS SUBSIDIARIES
INTEGRATED ANNUAL REPORT 2011
The board reviewed various options during the 15 month
period aimed at strengthening the Group’s statement of fi-
nancial position. On 10 June 2011 the board announced the
following partially underwritten rights offers:
•
a R15 million JDH Rights Offer at 7 cents per share
underwritten to the value of R10 million by Escala-
tor; and a
•
R4.4 million Lazaron Rights Offer underwritten to a
minimum value of R1.5 million by JDH.
The main objectives of the corporate actions are to recapital-
ise the Group and return the statement of financial position
to solvency.
The JDH Rights Offer was approved by the JSE and closed
out on 14 October 2011. The Rights Offer of up to R15 mil-
lion at the rights offer price of 7 cents per share was success-
fully subscribed for in its entirety. The 214 285 714 rights offer
shares were issued to existing shareholders, shareholders ap-
plying for excess shares and the underwriter, Escalator Capi-
tal Limited.
Included in the Lazaron Rights Offer circular is a Section 112
resolution, approve by Lazaron shareholders on 7 December
2011, to dispose of the Lazaron sales infrastructure and the
Lazaron laboratory equipment to JDH, who in turn will on
sell these assets to Cryo-Save SA. This transaction removes
all significant overheads from Lazaron while it retains annuity
income on its existing client base.
In addition, a General Offer to Lazaron non-controlling share-
holders to swap their Lazaron shares for JDH shares is includ-
ed in the corporate action. The swap provides Lazaron share-
holders with incremental value and enhanced tradability.
Pro Forma Financial Information
The unaudited pro-forma financial effects have been pre-
pared to illustrate the impact of the JDH Rights Offer that
closed out after the reporting date but before the approval
date of the annual report. The Lazaron corporate actions
were not included in the pro forma financial effects as these
actions had not taken place after the approval date
.
The impact of the Rights Offer on the 30 September 2011
reported financial information is presented assuming the
Rights Offer occurred on 1 July 2010 for statement of com-
prehensive income purposes and on 30 September 2011 for
statement of financial position purposes.
The pro forma financial effects have been prepared using ac-
counting policies that comply with IFRS and that are consis-
tent with those applied in the audited results of JDH for the
period ended 30 September 2011.
The unaudited pro forma financial effects set out below are
the responsibility of JDH’s directors and have been prepared
for illustrative purposes only and because of their nature may
not fairly present the financial position, changes in equity, re-
sults of operations or cashflows of JDH after the Rights Offer.
The pro forma financial effects have been prepared in accor-
dance with the Listings Requirements and the Guide on Pro
Forma Financial Information issued by The South African In-
stitute of Chartered Accountants. The material assumptions
on which the pro forma financial effects are based are set out
in the notes following the table.
Events after the reporting date