Brandrill announced on 17 March 2004 that the directors of Brandrill Torrex (Pty) Ltd ("BTX") had placed BTX into provisional liquidation. On 19 March 2004, Brandrill Ltd ("Brandrill") reached agreement in principle with Industrial Development Corporation Limited ("IDC") by which Brandrill will be released from the surety in favour of IDC with respect to the liabilities of Brandrill South Africa (Pty) Ltd.
The agreement with IDC requires Brandrill to issue to IDC: 20 million shares within 7 days of completion of documentation; and a further 10 million shares after 12 months. The agreement in principle is subject to the completion of documentation within 30 days, relevant exchange control approvals, and the production of letters of intent from potential financiers to Brandrill in support of a recapitalisation of Brandrill. IDC also seeks a R15 million total value of its shares by 30 September 2006.
The provisional liquidators of BTX have written to all clients informing them of the intention to continue each contract to completion. Clients of BTX are considering their positions in discussion with the provisional liquidators. Brandrill has previously advised that Brandrill has provided three BTX guarantees amounting to the possible total of ZAR23 million. The contracts covered by these bonds have not been terminated and none of these bonds have been called by the clients as of this date.
The agreement with IDC allows Brandrill to consider deconsolidating Brandrill South Africa (Pty) Ltd. As previously announced, based on the position as at 31 December 2003, this leads to an $18 million improvement on deconsolidation and the resultant Brandrill deconsolidated balance sheet has positive net assets of $11 million. The ability to deconsolidate BDSA removes a major impediment to Brandrill refinancing its short and long term debt. In addition, an equity raising is planned. The amount of equity to be raised will be designed to obtain optimum debt terms and restore positive working capital. The proposed equity raising represents a change from the previous strategy adopted by the Board, whereby Brandrill was expected to trade out of the existing tight liquidity situation over 12-18 months through progressive realisation of asset sales and cash from operations. The delay in the finalisation of Brandrill's exit from South Africa has precluded this strategy.
BDL Price at posting:
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