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Specific Issue of Shares for Cash
VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
ISIN code: ZAE000187407 Share code: VIS
("Visual" or "the Company")
SPECIFIC ISSUE OF SHARES FOR CASH
Introduction and Rationale
Following the previous announcement on 24 October 2024, related and non-related parties
have agreed to subscribe for shares at 4 cents per share. The rationale for the specific issue is
to restore the strength of the balance sheet in order for the company to be able to engage
with banks and funders to develop its other property development projects. The subscription
consideration will result in the extinguishing of liabilities in the company and there will be no
cash injection.
Rand value of
liability as at
Name 29-Feb-24 Note 1 Note 2 Note 3
Related Parties
CKR Investment Trust 12 238 465 12 238 465
My Place Trust 2 495 374 2 495 374
Transflora Properties 2 959 955 2 959 955
Diepwater Trust 674 436 145 357 529 079
CT Vorster 1 260 375 1 260 375
RR Richards 1 320 375 1 320 375
R Kadalie 1 199 225 1 199 225
LT Matlholwa 865 200 865 200
uJobs Proprietary Limited* 6 590 268 6 590 268
Non-related Parties
The Marquez Trust 276 015 276 015
Total 29 879 688 12 238 465 5 600 686 12 040 537
# CT Vorster may elect to receive shares in his personal capacity or will nominate a company
associated to him as defined in the JSE Listings Requirements, on or before 28 February 2025.
* uJobs has already acquired claims of R925 000 as at the Last Practicable Date and may acquire
creditor claims and capitalise such amounts up to 28 February 2025 The application for the issue
and listing of shares will only be made for creditor claims acquired and capitalised up to 28 February
2025, which application will be made on a monthly basis once Visual has confirmed the settlement
of the creditor.
Notes:
1. Relates to non-current interest-bearing liabilities.
2. Relates to current interest-bearing liabilities.
3. Relates to trade and other payables.
The share subscription will increase the share capital of the Company, thereby restoring the
positive net asset value of the Company. The above, subject to certain conditions precedent,
including shareholder approval, will result in the issue up to 746 992 210 Shares at R0.04 per
Share in settlement of certain of its obligations to these parties.
Some of the loans that will be capitalised are interest-bearing and the Company will benefit
from a lower finance cost going forward.
Shareholders are referred to the Notice of Annual General Meeting to be held on 22 November
2024, in terms of which a special resolution will be proposed at the AGM to increase the
authorised share of the Company from 1 000 000 000 no par value Shares to 5 000 000 000 no
par value Shares. Accordingly, the issue of up to 157 257 757 Shares of the Specific Issue Shares
to either CKR Trust or uJobs will be subject to the approval and registration of the increased
authorised share capital. Shares will only be issued to uJobs to the extent that a creditor claim
has been settled up to 28 February 2025.
Related Parties
The majority of the creditors are considered to be related parties to Visual in terms section 2 of
the Companies Act, 71 of 2008 ('Companies Act') and Section 10 of the JSE Listings
Requirements.
As the subscription price is at a premium of 25.1% to the weighted average traded price of the
Company's ordinary shares over the 30 business days prior to the date on which the
subscription price was agreed with the creditors, a fairness opinion on the issue of the
subscription shares to the related party subscribers will not be required.
The various parties and the amounts to be capitalised are set out below:
Non-Related Parties
Certain creditors that are not related parties to Visual may also elect to capitalise certain
amounts due to them and share subscription agreements will be concluded and details
published in due course.
Financial information
Statement of Financial Position
The capitalisation of the above amounts due will result in the reduction of liabilities of the
Company with a corresponding increase in stated capital of R29 879 688. This will change the
negative liability position of the Company from (R5.5) million to positive net asset value of
R24.1 million as at 29 February 2024.
Statement of Comprehensive Income
The income statement effect, as though the capitalisation had occurred with effect from
1 March 2023, would result in the reversal of interest charged of R2 159 652, expenses of the
circular of R323 007 and net taxation charge assumed at 27% amounting to R495 894, resulting
in a net credit of R1 340 751.
Circular to shareholders
In terms of section 41(1) of the Companies Act, an issue of shares to a related, or an inter-
related, party must be approved by a special resolution of the shareholders of a company
and in terms of paragraph 5.51(g) of the JSE Listings Requirements, the specific issue requires
the approval by way of an ordinary resolution (requiring at least a 75% majority of the votes
cast in favour of such resolution) by all Visual shareholders present or represented by proxy at
a general meeting.
The related parties, and their associates, will be precluded from voting on the relevant
resolution.
In addition, the issue of shares to Non-Related parties will be approved by an ordinary
resolution with a 75% voting requirement in terms of the JSE Listings Requirements.
A circular containing full details of the specific issue and a notice convening a general
meeting at which shareholders will be requested to approve the specific issue and
accompanying resolutions, will be distributed during November.
A further announcement detailing the date of the General Meeting will be published in due
course.
Suspensive conditions
The specific issue will be subject to the approval by Visual shareholders of the specific issue in
General Meeting.
7 November 2024
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 07-11-2024 10:50:00
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