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1time Holdings Limited - Acquisition Of Global Airways Limited And Renewal Of Cautionary Announcement

Release Date: 04/12/2013 17:44:00      Code(s): 1TM       
Acquisition of Global Airways Limited and renewal of cautionary announcement

1time holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1999/017536/06)
JSE code: 1TM ISIN: ZAE000102026
(“1time” or “the Company”)


ACQUISITION OF GLOBAL AIRWAYS LIMITED AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT


1. INTRODUCTION

   The board of directors of 1time is pleased to advise shareholders that 1time has entered into a binding
   agreement with Global Aviation Holdings Limited (“Global Aviation”) and Pak Africa Trade Zone
   Proprietary Limited (“Pak Africa”) on 2 December 2013, to acquire 100% of the issued share capital of
   Global Airways Limited (“Global Airways”) (“the Acquisition”). The consideration in respect of the
   Acquisition is R21.6 million, to be settled by way of the issue of 720 million 1time ordinary shares
   (“Subscription Shares”) at an issue price of 3 cents per share (“the Purchase Consideration”).

2. THE ACQUISITION

   2.1 Nature of Global Airways

        Global Airways is a British Virgin Islands based entity operating in the aviation industry. Their
        operating activities include acquisition, refurbishment, heavy maintenance, leasing and chartering
        of aircraft.

        Established in 2010, Global Airways’ primary strategy is to offer fully crewed, maintained and
        insured aircraft in the most cost effective manner. Global Airways provides aircraft both locally and
        internationally, to meet short- and long-term needs. Furthermore, they also provide tailor-made
        leases that meet the strategic needs of the client, ranging from Wet, Damp or Dry leases. The
        aircraft leasing and aviation support services can provide instant airline services with aircraft, crew
        and operational support.

        The Maintenance and Operations Control Center are located at O.R Tambo International Airport in
        Johannesburg, South Africa.

   2.2 The rationale for the Acquisition

        1time was once South Africa’s fastest growing low-cost airline, capturing approximately 15% of the
        domestic market, carrying two million passengers a year and completing in excess of 1 500 flights
        per month. Customers associated 1time with excellent levels of service that resulted in the airline
        being voted Africa’s best low cost air carrier for three consecutive years from 2008 to 2010.
        However, due to a number of economic factors, 1time became financially distressed and entered
        into Business Rescue. The result of which was the liquidation of both its operating subsidiaries.

        1time views the Acquisition as a viable means of reviving the Company due to Global Airways
        having a successful track record in the aviation industry. The restructuring of the Company will
        enable 1time to operate as a low-cost carrier once again. Global Airways brings with it years of
        experience and is the holder of a valid Airline Operators Certificate for both scheduled and non-
        scheduled flights.

   2.3 Purchase Consideration

         The Purchase Consideration shall, on the subscription date, being the third business day
         succeeding the date on which all of the conditions precedent have been fulfilled or waived, be
         allotted and issued in the following proportions:

         -   Pak Africa: 450 million shares; and
         -   Global Aviation: 270 million shares.

    2.3 Conditions Precedent and effective date

          The conditions precedent that must be met, are as follows:

          2.3.1 As at the date of signature of the Agreement, the net asset value of Global Airways is no
                less than R30 million;

          2.3.2 The shareholders of 1time passing the required resolutions to give effect to the Agreement
                in terms of the provisions of sections 41(1) and 41(3) of the Companies Act, 2008 (Act 71 of
                2008), as amended and section 5.51 of the JSE Listings Requirements;

          2.3.3 Global Airways shareholders passing a special resolution authorising the alienation of the
                100% shareholding in Global Airways, against the subscription and acquisition of the
                Subscription Shares; and

          2.3.4 The parties hereto, acquiring the necessary authorisation and consent from the JSE as may
                be required in giving effect to the Agreement.

          The effective date of the Acquisition is the date upon fulfilment, or waiver thereof, of all the
          conditions precedent.

3   PRO FORMA FINANCIAL EFFECTS

    The pro forma financial effects of the Acquisition on the reported financial information of 1time are in the
    process of being finalised and will be announced to shareholders in due course.

4   CLASSIFICATION OF THE ACQUISITION AND CIRCULAR TO SHAREHOLDERS

    The Acquisition, which is classified as a Category 1 transaction in terms of the JSE Listings
    Requirements, requires shareholder approval. Accordingly, a circular containing full details of the
    proposed Acquisition, Revised Listing Particulars of 1time, and, a notice to convene a general meeting of
    1time shareholders in order to consider and if deemed fit, to pass with or without modification, the
    resolutions necessary to approve and implement the Acquisition, will be sent to 1time shareholders in
    due course, subject to the conclusion of the Agreement.

5   RENEWAL OF CAUTIONARY ANNOUNCEMENT

    Further to paragraph 3 above, shareholders are advised to continue exercising caution when dealing in
    1time securities until a further announcement, incorporating the pro forma financial effects of the
    Acquisition, is made.

Johannesburg
4 December 2013

Sponsor
Merchantec Capital

Date: 04/12/2013 05:44:00 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
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 information disseminated through SENS.

 

Sold mine @ R6.50 in April 2013 ..

 

 

 

Dammit, we can so make money here and with SGL. Or loose -  ... If we just had a crystal ball to tell us what the gold price and Rand will be doing. How about it Patrick, can you add the ball to your website, say to subscriber's only ?

OK, misread it, thought it relates to your actual investments, yes, allready bought SGL this morning.