Private Placement Memorandum Venture Capital - PDF by wlw12345


Private Placement Memorandum Venture Capital document sample

More Info
									Media Release

4 November 2009


Recently launched, South African resource development company Olivewood,
this morning opened its private offer to the investment community with the
issue of a private placement memorandum to qualifying investors. Olivewood
was registered as a venture capital company on 20 October 2009 and is the
first of its kind to present a tax effective investment opportunity for individuals
and listed companies under Section 12J of the Income Tax Act.

Investors who have been invited to apply will need to complete the private
placement application form in full and return it to Olivewood. The minimum
investment for individual applications is R150 000, which must be received by
17h00 on Friday 27 November 2009. Applicants will be notified shortly after the
closing date of their success or failure in the application.

Introduced in 2008 as an addition to Income Tax Act 58, Section 12J allows
any person or listed company a tax deduction for expenditure incurred in
acquiring shares issued by a qualifying venture capital company. The
deduction is limited to R750 000 per year for individual investors, although no
limit applies to listed companies.

Olivewood’s capital raising programme aims to raise R1bn and will close at
the end of November. The memorandum issued today outlines information
relating to the terms of the private placement and the offer to subscribe for 7 000
Olivewood ordinary shares at an issue price of R150 000 per share. The authorised
share capital of Olivewood today comprises 30 000 ordinary shares having a par value
of R1 each. Once the private placement is complete, the issued share capital of
Olivewood will comprise 7 173 ordinary shares of R1 each and the share premium
account will total R1 053 642 927 based on an offer price of R150 000 per Olivewood

Olivewood CEO, James Allan explains, “Our focus will be on investing in coal
and renewable energy in the short to medium term as well as developing
smaller mining companies, considering the importance of these areas in the
future development of South Africa.”

Respected and well known executives of the South African mining industry,
James Campbell, Rene Hochreiter and Paddy Kell have been appointed to
the Board. Con Fauconnier will chair the Investment Committee and Paddy
will chair the Audit Committee.

While Olivewood does not expect to generate sufficient free cash flow to pay
dividends during the first three years, a dividend policy will be implemented
based on the company’s operating results, financial position, investment
strategy, capital requirements and other relevant factors.

For further information:

James Allan, Olivewood

Tel: 011 325 5485/57

Mobile: 082 565 4507


Issued by:

Brunswick South Africa on behalf of Olivewood

Tel: + 27 (0)11 502 7300

Fax: + 27 (0)11 268 5747

Anne Dunn               Tel: +27 (0) 82 448 2684

Felicity Hudson         Tel: +27 (0) 71 680 0234

About Olivewood
Olivewood is a South African company providing a tax effective investment
opportunity for individuals and listed companies. Olivewood will invest in the
South African resources sector, with specific focus on coal and renewable
energy, as well as interests in platinum, chrome, manganese and gold tailings
and on suppliers of goods and services to the South African resources
industry. Olivewood is directed, managed and staffed by professionals with
experience and backgrounds in resources. Investments will be made
according to strict criteria and overseen by a robust investment committee.

Olivewood’s shares are targeted at high net worth individuals and listed
corporates. In terms of the Act, the target companies must qualify in terms of:
•         Be SA resident and not a ‘controlled group company’
•         Tax affairs must be in order
•         Be unlisted or a junior mining company listed on AltX
•         Cannot carry out an impermissible trade (property, banking, finance,
financial advisory [including legal, tax, accounting], gambling, liquor, tobacco,
arms, ammunition, a franchise or any trade carried out mainly outside SA)

Investments in Olivewood will qualify under Section 12J of The Income Tax
Act as deductible for tax in the hands of paying individuals and listed
companies. For individuals the maximum tax deductibility is R2.25 million,
over a period of three years. Listed corporates have unlimited tax deductibility,
provided that the investment is less than or equal to 40% of Olivewood.
Investing in Olivewood will also earn listed companies enterprise development
credits for BEE purposes. Unlisted companies, whilst not having access to the
tax deduction can use Olivewood to earn enterprise development credits.

Board and management
•     James Allan has worked in the mining and mining financial services
industries for 27 years and currently runs Allan Hochreiter (Pty) Ltd.
•     James Campbell is a highly competent mining executive with over 30
years experience in the mining industry. In particular, he brings extensive
knowledge of the coal industry to Olivewood.
•     Rene Hochreiter was the top rated platinum and mining analyst for many
years and has subsequently added investment banking to his expertise. He
works with James Allan at Allan Hochreiter (Pty) Ltd.
•     Paddy Kell is a highly experienced and conservative financial director
who will chair the audit committee.
•     Botha Schabort is a highly respected entrepreneur and former CEO of
PSG Investment Bank. His expertise in renewable energy resources will be
sought by Olivewood.
•     Con Fauconnier is a highly respected mining executive with many years
in the South African sector who will chair the investment committee
•     Ollie Oliviera has extensive corporate finance expertise in mining
transactions and London markets will join James Campbell and Con
Fauconnier on the investment committee.

To top