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ACC-ROSS HOLDINGS LIMITED (Formerly Le-Sel Holdings Limited

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ACC-ROSS HOLDINGS LIMITED (Formerly Le-Sel Holdings Limited ACC-ROSS HOLDINGS LIMITED (Formerly Le-Sel Holdings Limited) (Incorporated in the Republic of South Africa) (Registration number 2000/000059/06) (“the company” or “Acc-Ross”) ISIN Code: ZAE 000077335 Share code: ACC PROSPECTUS This prospectus has been prepared in terms of the Listings Requirements of the JSE Limited (“the JSE”), relating to a private placing by way of an offer for subscription of 326 000 000 ordinary shares of R0.0001 each in the share capital of Acc-Ross at an issue price of R1.00 per share. In accordance with AltX Listings Requirements, shareholders are advised of the risks of investing in a company listed on AltX and that the JSE does not guarantee the viability or the success of a company listing on AltX. In terms of JSE Listings Requirements a Designated Adviser has to be retained by the company. The Designated Adviser is required to, inter alia, attend all board meetings held by the company to ensure that all JSE Listings Requirements and applicable regulations are complied with, approve the financial director of the company and guide the company in a competent, professional and impartial manner. If the company fails to retain a Designated Adviser it must make arrangement to appoint a new Designated Adviser within 10 business days, failing which the company faces suspension of trading of its securities. If a Designated Adviser is not appointed within 30 days of its suspension, the company faces the termination of its listing without an offer to minorities. Opening date of the offer at 09h00 Wednesday, 01 February 2006 Closing date of the offer at 12h00 Wednesday, 08 February 2006 Date of listing at 09h00 Monday, 13 February 2006 The directors’ reserve the right to reduce the allocation of applicants on an equitable basis. The shares offered in terms of this prospectus will rank pari passu with the existing ordinary shares in Acc-Ross. Assuming that the private placement is fully subscribed, at the date of closing of the offer, Acc-Ross’s capital will comprise 2 000 000 000 authorised ordinary shares and 1 091 641 000 issued ordinary shares of R0.0001 each. There is no minimum subscription which needs to be raised by the issue of shares in terms of this prospectus and hence this placement has not been underwritten. The JSE have approved the listing of the above shares, subject to the company achieving the spread of shareholders required in terms of the JSE Listing Requirements relating to AltX. All the directors of Acc-Ross, whose names are set out herein, collectively and individually, accept full responsibility for the accuracy of the information given in this prospectus and certify that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement false or misleading and that they have made all reasonable enquiries to ascertain such facts. Each of the auditors, reporting accountants, attorneys, transfer secretaries, commercial bankers and designated adviser have consented in writing to act in the capacity stated and to their names being stated and, where applicable, their reports being included in this document and have not withdrawn their consent prior to the publication of this document. An English copy of this prospectus, accompanied by the documents referred to under “Registration of Prospectus” in paragraph 13 of this prospectus, was registered by the Registrar of Companies on 30 January 2006 in terms of section 155(1) of the Companies Act, 1973 (Act 61 of 1973), as amended. Designated Adviser Reporting Accountants Attorneys Arcay Corporate Services Ernst & Young Webber Wentzel Bowens Auditors and Reporting Accountants Stockbrokers Auditors and Reporting Accountants to to Accretio Holdings and Acc-Ross Watermark Securities Gardener Ross ACT Audit Solutions Inc JA Visagie & Co Date of issue: 31 January 2006 CORPORATE INFORMATION [1(a), 3, 4 and 5] Directors Secretary and Registered Office Arthur Buti Mashiatshidi* (Chairman) Arcay Client Support (Proprietary) Limited Johannes Jacobus Verster (Chief Executive Officer) (Registration number 1998/025284/07) Nolene Owen (Financial Director) Arcay House II Khehla Samuel Mthembu* Number 3 Anerley Road Ephraim Matsisele Sono* Parktown, 2193 Nakedi Mathews Phosa* (PO Box 62397, Marshalltown, 2107) *Non-executive Designated Adviser Transfer Secretaries Arcay Corporate Services, a division of Computershare Investor Services 2004 Arcay Client Support (Proprietary) Limited (Proprietary) Limited (Registration number 1998/025284/07) (Registration number 2004/003647/07) Arcay House II Ground Floor Number 3 Anerley Road 70 Marshall Street Parktown, 2193 Johannesburg, 2001 (PO Box 62397, Marshalltown, 2107) (PO Box 61051, Marshalltown, 2107) Group Bankers Attorneys Nedbank Limited Webber Wentzel Bowens (Registration number 1951/000009/06) 10 Fricker Road Hillcrest Office Park Illovo Boulevard 665 Duncan Road Johannesburg, 2196 Hillcrest (PO Box 61771, Marshalltown, 2107) Pretoria (PO Box 1506, Brooklyn Square, 0075) Reporting Accountants Auditors to and Reporting Accountants to Accretio Holdings and Acc-Ross Ernst & Young Wanderers Office Park ACT Audit Solutions Inc. 52 Corlett Drive (Registration number 2001/002949/21) Illovo 899 Pierneef Ave Johannesburg, 2193 Villieria (PO Box 2322, Johannesburg, 2000) Pretoria, 0186 (PO Box 26072, Gezina, 0031) Auditors and Reporting Accountants to Gardener Ross Stockbroker JA Visagie & Co Watermark Securities (Proprietary) Limited Chartered Accountants (SA) (Registration number 1999/010690/07) No 1 Oppidraai Office Park Suite 1 862 Wapadrand Street, 5 Fricker Road Wapadrand Illovo Boulevard Pretoria Johannesburg, 2196 (PO Box 123, Wapadrand, 0050) (PO Box 413407, Craighall Park, 2024) 1 CONTENTS Page Corporate information 1 Definitions 3 Salient features 6 Salient dates 7 Prospectus 1 Introduction 8 2 Purpose of the offer [7] 8 3 Background, incorporation and nature of business [1(a), 6(a)(i), 6(a)(iv), 6(b), 6(d), 6(e)(i) and 6(i)] 9 4 Major shareholders 15 5 Directors and senior management [2(a), 2(b), 2(c), 2(e) and 17(a)] 16 6 Profit history, profit forecasts and dividend policy [6(f)(i), 25(1), 25(3), 25(4), 29 and 30] 20 7 Assets, liabilities and other financial information [6(c), 6(e)(i), 9(a), 11, 22 and 31] 23 8 Share capital [6(a)(ii), 8(a), 8(c), 10 and 20(a)] 26 9 Particulars of the offer [18(a), 19 and 23] 28 10 Expenses [15] 31 11 Material contracts and other matters [13, 16(a) and 16(b)] 31 12 Litigation statement 32 13 Registration of prospectus 32 14 Directors’ responsibility statement 32 15 Documents for inspection [16] 33 16 Paragraphs of Schedule 3 to the Act that are not applicable [50] 33 Annexures 1A Independent reporting accountant’s report on the historical financial information of Acc-Ross 34 Holdings Limited 1B Review report on the historical financial information of Acc-Ross Holdings Limited 36 2 Historical financial information of Acc-Ross Holding Limited 37 3 Independent reporting accountant’s assurance report on the pro forma financial information of Acc- 48 Ross Holdings Limited 4 Pro forma financial information 49 5A Independent reporting accountant’s report on the historical financial information of Gardener Ross 51 Holdings Limited [6(f)(ii), 25(1), 25(3), 25(4), 29 and 30] 5B Review report on the historical financial information of Gardener Ross Holdings Limited [6(f)(ii), 52 25(1), 25(3), 25(4), 29 and 30] 6 Historical financial information on Gardener Ross Holdings Limited 53 7 Independent reporting accountant’s report on the profit forecasts of Acc-Ross Holdings Limited 60 8A Profit forecast on Acc-Ross assuming the private placing is fully subscribed 62 8B Profit forecast on Acc-Ross Holdings Limited assuming no capital is raised 63 9 Alterations to share capital and premium on shares 64 10 Details of immovable property owned and leased from third parties 65 11 Other directorships held by directors of Acc-Ross Holdings Limited 66 12 Details of special resolutions 68 13 Code of corporate practice and conduct 69 14 Material borrowings and inter-company loans 72 15 Subsidiary companies 73 16 Extracts from the Articles of Association [2(b), 2(c) and 2(e)] 74 17 Extract from property valuation report on Golf and Country Estate 76 18 Extract from property valuation report on Lizard Point 83 19 Abridged property valuation reports on acquisition properties 92 20 Project funding in event of no capital raising 140 Application form Attached 2 DEFINITIONS In this document and the appendices hereto, unless a contrary intention clearly appears, words importing the singular include the plural and vice versa, any one gender includes the other genders, natural persons include juristic persons and vice versa and the following terms bear the meanings assigned to them below: “the Act” the Companies Act, 1973 (Act 61 of 1973), as amended; “Acc-Ross” or “the company” Acc-Ross Holdings Limited (Registration number 2000/000059/06), formerly Le-Sel Holdings Limited, incorporated on 14 January 2000 and having its registered address at Arcay House II, Number 3 Anerley Road, Parktown, Johannesburg; “Accretio Holdings” Accretio Holdings (Proprietary) Limited (Registration number 2004/015248/07), a wholly owned subsidiary of Acc-Ross; “AltX” the Alternative Exchange of the JSE; “APD” Accretio Property Development (Proprietary) Limited (Registration number 2004/000140/07), a wholly owned subsidiary of Accretio Holdings; “APD vendors” Noble House Trust (IT number 2697/01), with the controlling trustee being Arthur Buti Mashiatshidi, identity number 600615
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