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EOH HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/014669/06)
JSE share code: EOH ISIN: ZAE000071072
("EOH" or the "Company")
Announcement relating to, inter alia:
• a proposed rights offer of R500 million;
• a specific issue of ordinary shares for cash of R100 million to Lebashe Investment Group Proprietary
Limited ("Lebashe"), EOH’s empowerment shareholder;
• amendment of the terms of the A Shares, comprising an amendment of a previously approved
specific issue of A Shares requiring the approval of shareholders in terms of section 5.51 of the JSE
Listings Requirements; and
• the notice of a general meeting of EOH Shareholders.
1. Introduction
As stated in EOH’s final results announcement on Wednesday, 26 October 2022:
• EOH generated a total operating profit of R282 million for the year ended 31 July 2022 following a total
operating profit of R147 million for the year ended 31 July 2021, an increase of 92%;
• cash generated from operations was equivalent to 100% of operating profit;
• operating profit from the Company’s continuing operations improved 82% on a restated basis to R100
million in FY2022 from R55 million in FY2021; and
• the Company recorded an improvement of 91% in total loss per share to 15 cents for the year ended
31 July 2022 from 166 cents in the preceding year.
These positive financial results reflect a major milestone in the successful execution of EOH’s turnaround
strategy and illustrate the significant progress made in addressing historical compliance, governance and
risk failings. With the turnaround of EOH’s compliance, governance and risk management largely
complete, and in the context of the significant improvement in EOH’s financial performance, the Company’s
board of directors ("Board") considers it appropriate to focus on optimising EOH’s capital structure and
positioning the Company for future growth by proceeding with an equity capital raise of up to R600 million
("Capital Raise").
Notwithstanding significant progress to date, EOH’s deleveraging and liquidity objectives remain
incomplete, with EOH continuing to be burdened by its debt commitments and interest obligations. This
necessitated the renegotiation of its debt funding package with its lender group, which was concluded on
1 April 2022. The terms of the refinancing agreements with lenders require EOH to undertake a capital
raise to repay a significant portion of the bridge facility outstanding. The bridge facility is repayable by
December 2023.
The Board has resolved to put in place the necessary measures to be able to proceed with the Capital
Raise comprising:
(i) a renounceable rights offer ("Rights Offer") of up to R500 million (or, if the Specific Issue is not
approved by EOH shareholders, up to R600 million), which Rights Offer is intended to be at a discount
to the market price for EOH ordinary shares, as per normal market practice ("Rights Offer Price");
and
(ii) a specific issue of ordinary shares at the Rights Offer Price for cash of R100 million to Lebashe
("Specific Issue"), further details of which are set out below,
in order to raise a total of R600 million.
The net proceeds of the Capital Raise will enable the Company to:
• repay approximately R563 million of its bridge facility (of which R728 million is currently outstanding)
and thereby right-size the capital structure. The remaining balance of the bridge facility will be repaid
from the proceeds of smaller asset disposals as well as a refinancing of the balance with one or more
of the lenders;
• optimise the Company’s balance sheet; and
• maintain sufficient working capital in the short to medium term to allow the Company to pursue its
strategy.
In the opinion of the management team and Board, right-sizing the capital structure will allow EOH to
improve earnings and ultimately create value for shareholders.
To give effect to the Capital Raise, the Company requires its shareholders to approve:
(i) the increase of the authorised ordinary share capital of the Company;
(ii) the consequential amendments to the memorandum of incorporation required by such increase in
ordinary share capital; and
(iii) the allotment and issue of ordinary shares for the purpose of the Rights Offer and Specific Issue.
The Company proposes to increase its authorised ordinary share capital to 7 500 000 000 EOH authorised
ordinary shares. The increase in authorised ordinary share capital will allow the Company flexibility for the
issue of ordinary shares pursuant to the proposed Capital Raise as well as for any future placements of
ordinary shares as and when the Company considers it necessary to raise equity capital to fund organic
or acquisitive growth, in accordance with the approval requirements of the Companies Act and the JSE
Listings Requirements.
2. Amendment to the terms of the A Shares and the Specific Issue
In 2018, EOH concluded an empowerment transaction with Lebashe that entailed an investment by
Lebashe of R750 million into the Company, which was a necessary capital injection for an unsettled EOH.
The empowerment transaction also entailed the issue of 40 million newly-created class of voting-only
shares ("A Shares") to Lebashe, each of which entitle the holder to be issued with a certain number of
EOH ordinary shares as capitalisation shares after a five year period, subject to the EOH ordinary share
price reaching a strike price of R90.
Lebashe has agreed, subject to certain terms and conditions, to provide a partial underpin to the Rights
Offer in the form of:
(i) an irrevocable undertaking to follow its rights in terms of the Rights Offer; and
(ii) a commitment to subscribe for ordinary shares for an aggregate subscription price of R100 million
immediately after the Rights Offer through the Specific Issue.
In keeping with the spirit of the 2018 empowerment transaction, the Company and Lebashe propose
amending the A Share terms by:
(i) amending the strike price of the A Shares from R90 per ordinary share to a price per ordinary share
equal to the closing ordinary share price on the day following the publication of the results of the Rights
Offer increased by a 25% CAGR; and
(ii) extending the maturity of the A Shares by a further 5 years,
as well as amending the Amended and Restated Relationship Agreement (being one of the key
agreements of the 2018 empowerment transaction) to further enable Lebashe to add value as a strategic
partner of EOH (collectively, the "A Share Amendments").
The effect of the A Share Amendments would be to provide Lebashe with a reasonable prospect of it being
issued with EOH ordinary shares upon maturity of the A Shares whilst also extending the life of the
Company’s empowerment transaction (and the resultant benefits thereof to the Company) by a further five
years.
The indicative impact of the A Share Amendments have been included in the pro forma financial
information set out in paragraph 4 below as well as in the Circular. Based on the assumptions used for
the pro forma financial information, the A Share Amendments could result in approximately 2.2 million
ordinary shares being issued to Lebashe on maturity of the transaction on 30 September 2028.
Lebashe is a material shareholder of EOH and, accordingly, Lebashe is deemed to be a related party to
EOH as defined in the JSE Listings Requirements.
3. Pricing of the Rights Offer and Specific Issue
It is intended that ordinary shares under the Specific Issue will be issued to Lebashe at the same price as
the price at which they will be offered to shareholders (on a pro rata basis) under the Rights Offer.
In line with market practice, the price per ordinary share under the Rights Offer will be at a discount to the
theoretical ex-rights price ("TERP") of the ordinary shares which is the market price at which the ordinary
shares should theoretically trade upon closing of the Rights Offer.
4. Pro forma financial effects of the Transactions
The pro forma financial information, including the pro forma financial effects of the Rights Offer, the Specific
Issue and the A Share Amendments (collectively "the Transactions") on the financial information of EOH
as at and for the year ended 31 July 2022, is set out in Annexure 2 of the circular to be published by EOH
on or about Monday, 14 November 2022 ("Circular") in accordance with the provisions of the JSE Listings
Requirements and the Guide on Pro Forma Financial Information issued by the South Africa Institute of
Chartered Accountants. The pro forma financial information, including the assumptions on which it is based
and the financial information from which it has been prepared, is the responsibility of the Board.
The accounting policies used in the preparation of the pro forma financial effects are compliant with IFRS
and are consistent with those applied in the published audited consolidated annual financial statements of
EOH for the year ended 31 July 2022.
The pro forma financial information has been prepared for illustrative purposes only, to provide information
on how the Transactions may have affected the financial position of EOH. Due to its nature, the pro forma
financial information may not fairly present EOH’s financial position, changes in equity, comprehensive
income, or cash flows after the implementation of the Transactions.
The tables below are a summary of the detailed pro forma financial information, and should be read in
conjunction with the pro forma consolidated statement of financial position and pro forma consolidated
statement of profit or loss and other comprehensive income and related notes and assumptions as set out
in Annexure 2 of the Circular.
The tables below set out the pro forma financial effects of the Transactions, based on the published audited
results for the year ended 31 July 2022. Given the uncertainty relating to the Rights Offer Price and
consequently the Specific Issue price ("Subscription Price"), which will be at a market related discount to
the TERP and will only be determinable at the finalisation date of the Rights Offer, illustrative scenarios of
the assumed discount within the Rights Offers Price and the Subscription Price, are presented below:
• Scenario 1: The Rights Offer Price and the Subscription Price equating to a 20% discount to TERP on
the Last Practicable Date.
• Scenario 2: The Rights Offer Price and the Subscription Price equating to a 30% discount to TERP on
the Last Practicable Date.
• Scenario 3: The Rights Offer Price and the Subscription Price equating to a 40% discount to TERP on
the Last Practicable Date.
Pro forma after
Pro forma Pro forma the amendments Pro forma after
after Rights after the to the terms of A the %
Scenario 1 Before Offer Specific Issue Shares Transactions change
Cents per share Note 1 Note 2 Note 3
Basic loss per ordinary share from (15) 6 1 (1) (6) 60%
continuing and discontinued operations
Diluted (loss)/earnings per ordinary share (15) 6 1 (1) (6) 60%
from continuing and discontinued
operations
Headline (loss)/earnings per ordinary (18) 5 0 (3) (7) 61%
share from continuing and discontinued
operations
Diluted headline (loss)/earnings per (18) 5 0 (3) (7) 61%
ordinary share from continuing and
discontinued operations
Basic (loss)/earnings per ordinary share (99) (35) (36) (42) (43) 57%
from continuing operations
Diluted (loss)/earnings per ordinary share (99) (35) (36) (42) (43) 57%
from continuing operations
Headline (loss)/earnings per ordinary (72) (22) (24) (29) (31) 57%
share from continuing operations
Diluted headline (loss)/earnings per (72) (22) (24) (29) (31) 57%
ordinary share from continuing operations
20 153 165 152 155 675%
Net asset value per ordinary share
(492) (95) (60) (95) (69) 86%
Net tangible asset value per ordinary share
Weighted average number of ordinary 168 755 347 737 383 534 349 917 385 714
shares in issue ('000)
168 755 347 737 383 534 349 917 385 714
Number of ordinary shares in issue ('000)
Pro forma after
Pro forma Pro forma the amendments Pro forma after
after Rights after the to the terms of A the %
Scenario 2 Before Offer Specific Issue Shares Transactions change
Cents per share Note 1 Note 2 Note 3
Basic loss per ordinary share from (15) 5 (3) (1) (9) 40%
continuing and discontinued operations
Diluted (loss)/earnings per ordinary share (15) 5 (3) (1) (9) 40%
from continuing and discontinued
operations
Headline (loss)/earnings per ordinary (18) 4 (4) (2) (10) 44%
share from continuing and discontinued
operations
Diluted headline (loss)/earnings per (18) 4 (4) (2) (10) 44%
ordinary share from continuing and
discontinued operations
Basic (loss)/earnings per ordinary share (99) (30) (34) (36) (40) 60%
from continuing operations
Diluted (loss)/earnings per ordinary share (99) (30) (34) (36) (40) 60%
from continuing operations
Headline (loss)/earnings per ordinary (72) (19) (24) (25) (30) 58%
share from continuing operations
Diluted headline (loss)/earnings per (72) (19) (24) (25) (30) 58%
ordinary share from continuing operations
20 131 139 130 130 550%
Net asset value per ordinary share
(492) (81) (51) (81) (58) 88%
Net tangible asset value per ordinary share
Weighted average number of ordinary 168 755 407 948 455 787 410 129 457 967
shares in issue ('000)
168 755 407 948 455 787 410 129 457 967
Number of ordinary shares in issue ('000)
Pro forma after
Pro forma Pro forma the amendments Pro forma after
after Rights after the to the terms of A the %
Scenario 3 Before Offer Specific Issue Shares Transactions change
Cents per share Note 1 Note 2 Note 3
Basic loss per ordinary share from (15) 4 (6) (1) (11) 27%
continuing and discontinued operations
Diluted (loss)/earnings per ordinary share (15) 4 (6) (1) (11) 27%
from continuing and discontinued
operations
Headline (loss)earnings per ordinary share (18) 3 (7) (2) (11) 39%
from continuing and discontinued
operations
Diluted (loss)/headline earnings per (18) 3 (7) (2) (11) 39%
ordinary share from continuing and
discontinued operations
Basic (loss)/earnings per ordinary share (99) (23) (30) (28) (34) 66%
from continuing operations
Diluted (loss)/earnings per ordinary share (99) (23) (30) (28) (34) 66%
from continuing operations
Headline (loss)/earnings per ordinary (72) (14) (22) (19) (27) 63%
share from continuing operations
Diluted headline (loss)/earnings per (72) (14) (22) (19) (27) 63%
ordinary share from continuing operations
20 101 105 100 99 395%
Net asset value per ordinary share
(492) (63) (38) (62) (44) 91%
Net tangible asset value per ordinary share
Weighted average number of ordinary 168 755 529 208 601 298 531 388 603 479
shares in issue ('000)
168 755 529 208 601 298 531 388 603 479
Number of ordinary shares in issue ('000)
Notes and assumptions:
1. The "Before" column is based on the EOH annual financial statements for the financial year ended 31 July 2022.
2. The "Pro forma after the Transactions" column reflects the impact of the Rights Offer, the Specific Issue and the A Share
Amendments (collectively the "Transactions") on EOH.
3. Represents the % movement as a result of the Transactions, being the % movement from Note 1 to Note 2.
4. The effects on earnings, diluted earnings, headline earnings and diluted headline earnings per ordinary share are calculated on
the basis that the Transactions were effective on 1 August 2021, while the effects on the net asset value and net tangible asset
value per ordinary share was calculated on the basis that the Transactions were effective on 31 July 2022 for purposes of
presenting the pro forma financial effects thereof on EOH.
The detailed notes and assumptions to the financial effects are presented with the pro forma consolidated
statement of profit or loss and other comprehensive income and the pro forma consolidated statement of
financial position illustrating the assumption of the Rights Offer Price and the Subscription Price being at
a 30% discount to the TERP are contained in Annexure 2 to the Circular. The independent reporting
accountant's reasonable assurance report on the pro forma financial information is included in Annexure 3
to the Circular. This information is provided for illustrative purposes only and is not an indication of the
price at which the Rights Offer shares will be offered.
5. The independent expert opinion
As the Specific Issue will be to a related party and will be at a discount to the 30-day volume weighted
average price of EOH ordinary shares, a fairness opinion is required in terms of section 5.51(f) of the JSE
Listings Requirements.
In addition, the proposed A Share Amendments constitute an amendment to a specific issue in terms of
the JSE Listings Requirements that was previously approved by shareholders, as well as being a related
party transaction between EOH and Lebashe. In accordance with section 5.51 of the JSE Listings
Requirements, the Board of EOH is required to obtain an opinion as to the fairness of the proposed A Share
Amendments.
EOH has appointed Nodus Capital TS Proprietary Limited to act as independent expert and to provide
confirmation as to whether the terms of the Specific Issue and the A Share Amendments are fair to
shareholders.
The independent expert has found both the terms of the Specific Issue and the proposed A Share
Amendments to be fair to the shareholders of EOH.
The Board, having taken into account the independent expert opinion, has considered the terms and
conditions of the Specific Issue and the A Share Amendments and is of the opinion that the Specific Issue
and the proposed A Share Amendments are fair insofar as EOH shareholders are concerned.
The Board unanimously recommends that shareholders vote in favour of the resolutions necessary to give
effect to the implementation of the Specific Issue and the proposed A Share Amendments.
6. Notice of general meeting
The Circular setting out full details of the Specific Issue and the A Share Amendments as well as a notice
of the general meeting of Shareholders to be held at 10h30 on Tuesday, 13 December 2022 ("General
Meeting") will be posted to shareholders on or about Monday, 14 November 2022.
The Circular will also be available in electronic form on the Company’s website at
https://www.eoh.co.za/investor-relations/shareholder-meetings/ from Monday, 14 November 2022.
7. Salient dates and times relating the Specific Issue and the A Share Amendments
Posting record date Friday, 4 November
Date of issue of Circular and notice of General Meeting published on SENS Monday, 14 November
Last day to trade to participate in and vote at the General Meeting Tuesday, 29 November
Voting record date to participate in and vote at the General Meeting Friday, 2 December
Written notice to participate electronically in the General Meeting to be delivered to Friday, 9 December
EOH’s offices (marked for the attention of the Company secretary) by 10:30 6
Proxy forms to be lodged with the transfer secretaries as soon as possible for Friday, 9 December
administrative purposes only and preferably by 10:30 (but in any event before the
proxy exercises any rights of the EOH shareholder appointing the proxy at the
General Meeting)5
General Meeting to be held at 10:30 Tuesday, 13 December
Results of General Meeting released on SENS Tuesday, 13 December
Results of General Meeting published in the South African press Wednesday, 14 December
Notes:
1. The above dates and times are subject to amendment. Any such material amendment will be released on SENS and published
in the South African press.
2. All times quoted in the Circular are local times in South Africa on a 24-hour basis, unless specified otherwise.
3. Shareholders are reminded that ordinary shares can only be traded on the JSE in dematerialised form. No orders to dematerialise
or rematerialise ordinary shares will be processed from the business day following the last day to trade up to and including the
voting record date, but such orders will again be processed from the first business day after the voting record date.
4. The certificated register will be closed between the last day to trade and the voting record date.
5. If the General Meeting is adjourned or postponed, forms of proxy submitted for the General Meeting will remain valid in respect
of any adjournment or postponement of the General Meeting unless the contrary is stated on such form of proxy.
6. Shareholders may still register online to participate in and/or vote electronically at the General Meeting after this date and time,
provided; however, for those shareholders to participate and/or vote electronically at the General Meeting, they must be verified
and registered before the commencement of the General Meeting.
Johannesburg
11 November 2022
Joint Financial Advisor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Joint Financial Advisor and Transaction Sponsor
The Standard Bank of South Africa Limited
South African Legal Advisor to EOH
DLA Piper Advisory Services Proprietary Limited
Legal Advisor to Joint Financial Advisors
Bowman Gilfillan Incorporated
Independent Reporting Accountant
PricewaterhouseCoopers Incorporated
Independent Expert
Nodus Capital TS Proprietary Limited
