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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
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