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SB45

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Posts posted by SB45


  1. 6 hours ago, Red88 said:

    Very little trading. Price unchanged.

    Closed at 20c, 60% down...I hope you sold some Red, you can always re-enter at a lower price later on at 1c :classic_tongue: (if you are a true believer in this management) ......., sold at 32 earlier in the morning...the bulk of the  shares still remains.... Average for me is 27c, so if I let go I will lose 7c/share at closing price + fees... I was long on this one but after the AGM...I lost all confidence in the management, the business has tons of potential but under these clowns I'm out .


  2. PEM is Trading again.......lets see which way it goes....

     

    PEM 201811210014A
    Clarification Announcement and Lifting of Suspension

    PEMBURY LIFESTYLE GROUP LIMITED
    (Incorporated in the Republic of South Africa)
    (Registration number 2013/205899/06)
    (“PL Group” or “the Company”)
    ISIN Code: ZAE000222949      JSE Code: PEM

    CLARIFICATION ANNOUNCEMENT AND LIFTING OF SUSPENSION


    Following the JSE’s review of the Annual Report issued for the year ended 31 December 2017
    ahead of the lifting of the suspension of the Company, in accordance with a request from the
    JSE, shareholders are advised of the make up of the R140 million worth of shares issued by the
    Company at the time of listing, which is summarised in the table below:

    Details                                                                                          R
    Extinguishing of liabilities with property vendors and other third parties by way of
    agreed uptake (as opposed to cash) as part of the Preferential Offer as defined
    in the Prospectus:
    - property vendors (see analysis below)                                                  61 000 000
    - other third parties:                                                                    9 000 000
    Capitalisation of Shareholder Loan                                                       18 947 060
    Cash                                                                                     51 402 940
    Total                                                                                   140 000 000

    The main differences between the Prospectus and actual events are as follows:

    •   As announced on SENS 18 April 2017, the Hartbeespoort Property remained as a finance
        lease asset with the finance liability remaining with Company of approximately R22 million;
    •   The Vendor Loans of R24 million from Zephan Properties Proprietary Limited (“Zephan”)
        against two properties (Willow View and Northriding), which were to attract interest at 15%,
        were settled in full through the issue of 24 million shares at R1 per share ahead of the listing;
    •   A higher shareholder loan was capitalised as opposed to the R10 million envisaged in the
        Prospectus, as detailed in the interim results for the six months ended 30 June 2017.

    Per the prospectus, a summary of properties acquired or to be acquired by PLG Properties in
    terms of the Acquisition Agreements is listed below.
    These properties are all occupied by PLG Schools:


                             Purchase                  Balance       Vendor    Net Cash    Independent
                                Price   Deposits          Owed        Loans        Owed      Valuation
    Property                    R’000      R’000         R’000        R’000       R’000          R’000
    Raslouw 1 and 2            16 650        700        15 950            -      15 950         28 100
    Springs                    R3 500        200         3 300            -       3 300          9 000
    Hartbeespoort              22 000      2 500        19 500            -      19 500         40 000
    Allens View                 7 500        500         7 000            -       7 000         15 000
    Mellow Oaks                12 250      1 000        11 250            -      11 250         23 500
    Randfontein                 6 000      1 000         5 000            -       5 000         12 500
    Willow View                34 000          -        34 000       10 500      23 500         32 500
    Northriding                35 000          -        35 000       13 500      21 500         36 200
    TOTAL                     136 900      5 900       131 000       24 000     107 000        196 800

    Certain of the above property acquisitions provided for deferred payment terms of all or a
    portion of the above amounts.

    Based on the liabilities settled with property vendors and cash amounts paid, the updated
    summary is presented below:

                                                            Settled   Settled by
                                                               from       way of
                       Balance    Vendor        Net Cash       cash       agreed     Total     Balance
                          Owed     Loans   Owed proceeds     uptake      settled      owed
    Property             R’000     R’000           R’000      R’000       R’000      R’000       R’000
    Raslouw 1 and 2     15 950         -          15 950     15 950           -     15 950           -
    Springs              3 300         -           3 300          -           -          -       3 300
    Hartbeespoort*      19 500         -          19 500          -           -          -      19 500
    Allens View          7 000         -           7 000          -           -          -       7 000
    Mellow Oaks         11 250         -          11 250      6 450       4 800     11 250           -
    Randfontein          5 000         -           5 000          -       2 200      2 200       2 800
    Willow View         34 000    10 500          23 500      7 500      26 500     34 000           -
    Northriding         35 000    13 500          21 500      7 500      27 500     35 000           -
    TOTAL              136 900    24 000         107 000     37 400      61 000     98 400      32 600

    * - continues to be owned by way of      a finance lease

    The transfer of the two properties acquired from Zephan has taken longer than expected but is
    now expected to be finalised before 31 December 2018. However, the Group has had all the
    risks and rewards of ownership of Willow View and Northriding with effect from 1 April 2017. Any
    fair value adjustments or impairments as detailed in the prospectus will only be recognised on
    transfer of the properties.

    The other third parties are detailed in the table below:

    Name                                                                                Amount (R)
    Mr Lourens Martinus Brits                                                              500 000
    Arbor Capital (Capital Raising fee)                                                  3 500 000
    South Central Manufactures (Pty) Ltd                                                 5 000 000
    TOTAL                                                                                9 000 000

    Shareholders are advised that the JSE has accordingly agreed to the lifting of the suspension in
    trade in PL Group securities.

    BY ORDER OF THE BOARD
    Johannesburg

    21 November 2018

    Designated Advisor
    Arbor Capital Sponsors

    Date: 21/11/2018 08:29:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
    The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
    the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
    indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
    information disseminated through SENS.
     


  3. Just now, SB45 said:

    Shareholders are advised that the Acquisition has subsequently been identified as an indirect related
    party acquisition from a former material shareholder as per the definitions and section 10 of the JSE
    Listings Requirements and will therefore require a fairness opinion from an independent expert. Should
    the Acquisition be found to be unfair, shareholder approval will be required in General Meeting. A
    further announcement will be made in due course.

    This means suspension will not be lifted this year, this is clear, taking from the slow pace this company takes to resolve matters.

    • Like 1

  4. PEM 201811140024A
    Update on Acquisition of Finch Haven

    PEMBURY LIFESTYLE GROUP LIMITED
    (Incorporated in the Republic of South Africa)
    (Registration number 2013/205899/06)
    (“PL Group” or “the Company”)
    ISIN Code: ZAE000222949      JSE Code: PEM


    UPDATE ON ACQUISITION OF FINCH HAVEN


    Shareholders are referred to the announcement published on SENS on 2 February 2018, wherein it was
    advised that PLG Properties, a wholly owned subsidiary of PL Group had entered into an agreement
    with Finch Haven Retirement CC, (the member of which is Mr N Georgiou) to acquire a property in
    Fairland for a total purchase consideration of R16 million (“the Acquisition”). The property has not yet
    been transferred to the Company.

    Shareholders are advised that the Acquisition has subsequently been identified as an indirect related
    party acquisition from a former material shareholder as per the definitions and section 10 of the JSE
    Listings Requirements and will therefore require a fairness opinion from an independent expert. Should
    the Acquisition be found to be unfair, shareholder approval will be required in General Meeting. A
    further announcement will be made in due course.



    By order of the board
    Johannesburg
    14 November 2018


    Designated Advisor
    Arbor Capital Sponsors

    Date: 14/11/2018 09:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
    The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
    the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
    indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
    information disseminated through SENS.
     

    • Like 1

  5. PEM 201811140021A
    Notification in terms of Section 122 of the Companies Act, 2008 (No 71 of 2008) ("The Act")

    PEMBURY LIFESTYLE GROUP LIMITED
    (Incorporated in the Republic of South Africa)
    (Registration number 2013/205899/06)
    (“PL Group” or “the Company”)
    ISIN Code: ZAE000222949 JSE Code: PEM

    NOTIFICATION IN TERMS OF SECTION 122 OF THE COMPANIES ACT, 2008 (NO 71 OF 2008) (“THE ACT”)


    Shareholders are advised that in compliance with Section 122 of the Act and in accordance
    with Section 3.83(b) of the Johannesburg Stock Exchange’s (“JSE”) Listings Requirements, the
    shareholding of Zephan Properties Proprietary Limited’s reduced from 15.7% to 7% with the sale
    of 30 000 000 shares to The Black Management Forum Investment Company Limited (“BMFI”) as
    announced on 27 July 2017, before the issue of new shares to BMFI.

    The shareholder has been requested to submit the necessary forms to the Company, which will
    then be submitted to the Takeover Regulation Panel.

    BY ORDER OF THE BOARD
    Johannesburg
    14 November 2018

    Designated Advisor
    Arbor Capital Sponsors
     


  6. Amateurs....how about a SENS that the suspension has been lifted? 

     

    PEM 201811060029A
    Advice of Legal Matter

    PEMBURY LIFESTYLE GROUP LIMITED
    (Incorporated in the Republic of South Africa)
    (Registration number 2013/205899/06)
    (“PL Group” or “the Company”)
    ISIN Code: ZAE000222949      JSE Code: PEM
                                          
    ADVICE OF LEGAL MATTER

    Shareholders are advised that the Company has incorrectly been cited as owing an amount of
    R483 765.00 to Artificial Grass SA Proprietary Limited (“AG SA”) for work which was carried out at two of
    the schools, namely PLG Willow View Academy and PLG Raslouw Academy. The work was contracted
    by Kygoway Proprietary Limited (“Kygoway”), which company does the construction work for the
    schools and retirement villages. There is currently a dispute between AG SA and Kygoway around the
    quality of the workmanship. However, AG SA has applied for the liquidation of the PL Group as a
    means of enforcing payment of a debt due by Kygoway.

    PL Group is not a party to the transaction and has not been invoiced by AG SA for the subject-matter
    claims. This matter is being defended by the PL Group.


    By order of the board
    Johannesburg
    6 November 2018

    Designated Advisor
    Arbor Capital Sponsors

    Date: 06/11/2018 01:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
    The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
    the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
    indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
    information disseminated through SENS.
          


  7. PEM 201811050039A
    Results of the Annual General Meeting ("AGM") and Change to the Board

    PEMBURY LIFESTYLE GROUP LIMITED
    (Incorporated in the Republic of South Africa)
    (Registration number 2013/205899/06)
    (“PL Group” or “the Company”)
    ISIN Code: ZAE000222949      JSE Code: PEM


    RESULTS OF ANNUAL GENERAL MEETING (“AGM”) AND CHANGE TO THE BOARD


    Shareholders are advised that the Company’s AGM was held on Thursday, 1 November 2018. Details of
    the results of voting were as follows:

    Total number of shares in issue at the date of the AGM:                                   400 587 500
    Total number of shares represented at the AGM:                                            294 644 821
    Total percentage of shares represented at the AGM:                                             73.55%

    The resolutions proposed at the AGM, together with the percentage of votes carried for and against
    each resolution, are set out below:

                                                                    Number of votes
                                                                                 For       Against          Abstain     Total Votes
                                                                                  %             %     (% of issued      (excluding
                                                                                                         share capital)    abstentions)
    Ordinary Resolution Number 1 –              294 171 991   73 830          399 000     294 245 821
    Presentation and acceptance of                  99.97%         0.03%            0.10%          73.45%
    annual financial statements
    Ordinary Resolution Number 2 –             176 163 840    118 097 981         383 000     294 261 821
    Director appointment – NZ Mthembu               59.87%         40.13%           0.10%          73.46%
    Ordinary Resolution Number 3 –              76 166 840    218 094 981         383 000     294 261 821
    Director retirement and re-election –           25.88%         74.12%           0.10%          73.46%
    B Moyo
    Ordinary Resolution Number 4 –             233 862 537     60 399 284         383 000     294 261 821
    Director retirement and re-election –           79.47%         20.53%           0.10%          73.46%
    GN Waters
    Ordinary Resolution Number 5 –             293 646 369        607 452         391 000     294 253 821
    Re-appointment and remuneration of              99.79%          0.21%           0.10%          73.46%
    Auditors
    Ordinary Resolution Number 6 –              75 966 840    218 294 981         383 000     294 261 821
    Appointment of Audit and Risk                   25.82%         74.18%           0.10%          73.46%
    Committee member – B Moyo
    Ordinary Resolution Number 7 –             235 767 037        630 452      58 247 332     236 397 489
    Appointment of Audit and Risk                   99.73%          0.27%          14.54%          59.01%
    Committee member – C Hechter
    Ordinary Resolution Number 8 –             293 619 369        642 452         383 000     294 261 821
    Appointment of Audit and Risk                   99.78%          0.22%           0.10%          73.46%
    Committee member – L Brits
    Ordinary Resolution Number 9 –             235 880 789        545 700      58 218 332     236 426 489
    Endorsement of Pembury’s                        99.77%          0.23%          14.53%          59.02%
    Remuneration Policy
    Ordinary resolution Number 10 -            235 780 789        645 700      58 218 332     236 426 489
    Endorsement of the implementation of            99.73%          0.27%          14.53%          59.02%
    Pembury’s Remuneration Policy
    Special Resolution Number 1 –              293 487 243        830 578         327 000     294 317 821
    General authority to allot and issue            99.72%          0.28%           0.08%          73.47%
    shares for cash
    Special Resolution Number 2 –              235 434 289     58 883 532         327 000     294 317 821
    Authority to issue shares or rights that        79.99%         20.01%           0.08%          73.47%
    may exceed 30% of voting power
    Special Resolution Number 3 –              248 928 292     45 397 529         319 000     294 325 821
    Ratification of non-executive director’s        84.58%         15.42%           0.08%          73.47%
    remuneration – NZ Mthembu
    Special Resolution Number 4 –              293 612 121        711 700         321 000     294 323 821
    Non-Executive directors’ remuneration           99.76%          0.24%           0.08%          73.47%
    Special Resolution Number 5 –              293 780 243        491 578         373 000     294 271 821
    Financial assistance in terms of Section        99.83%          0.17%           0.09%          73.46%
    44 of the Companies Act
    Special Resolution Number 6 –              293 780 243        491 578         373 000     294 271 821
    Financial assistance in terms of Section        99.83%          0.17%           0.09%          73.46%
    45 of the Companies Act
    Special Resolution Number 7 –              236 077 659     58 221 162         346 000     294 298 821
    Ratification of repurchase of shares            80.22%         19.78%           0.09%          73.47%
    Special Resolution Number 9 –              235 248 807     57 897 162       1 498 852     293 145 969
    General authority to acquire                    80.25%         19.75%           0.37%          73.18%
    (repurchase) shares

    Shareholders are advised that special resolution number 8 was not proposed.

    Shareholders are further advised that ordinary resolution numbers 3 and 6 were not approved and
    accordingly Mr Moyo retires from the Board and as a member of the Audit and Risk Committee. This
    retirement will result in a vacancy on the Audit and Risk Committee. The Board will commence with
    the process of identifying candidates to fill this vacancy in order to ensure the correct composition of
    this Committee.

    By order of the board
    Johannesburg
    5 November 2018

    Designated Advisor
    Arbor Capital Sponsors

    Date: 05/11/2018 01:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
    The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
    the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
    indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
    information disseminated through SENS.
     

    • Thanks 2

  8. Just a quick take on the AGM yesterday.

     

    The AGM took place in a restaurant in Randburg, not really a conferencing setting, not well attended I would say. The place was noisy, restaurant staff moving and chatting, trucks passing by, one could hardly hear the topics discussed & answers given (1st half). Quite poor from my perspective. We could have even used one of their school halls to be honest, with a microphone and a speaker, they are a start up after all. No need to go fancy, but the quality could have been better. 

     

    Questions asked for for me were not answered in a satisfactory and comforting manner. Issues of liquidity for example, as stated in the reports that the “going concern” topic is an issue.....Management + Directors could not answer how long the company will be able to go on with the cash they have in the bank or that they generate. In my books they are in over their heads. 

     

    Concerning to me me was also the topic of the suspension, Management and directors do not know when the suspension will be lifted. When I called last week, I was told this any time this week, but did not happen.

     

    Why concerning ? Well the CEO indicated they are not able to continue with the schools expansions due to the fact that they cannot raise capital as a result of this suspension. Then they shift the blame....it’s up to the JSE when the suspension will be lifted. They further more placed the blame on the previous Finance person that they appointed for the delay in results, trying to give comfort with the fact that the person is no longer with the company. In my books they didn’t take accountability at all. 

     

    In in terms of regulatory understanding....zero....willingness to get up to speed, I did not see it. Shareholders in this company are taken for ****. Rookie mistakes point me to this conclusion. 

     

    PEM is a great idea, with potential but being run by incapable management. I will salvage what I can if trading resumes....much more better opportunities in the market. One cent is coming for this one. Too many wrongs and they don’t know how to fix it and not willing to get help to do so. 

     

     

    • Like 1
    • Thanks 4

  9. "The financial information on which this trading statement is based has not been reviewed or

    reported on by the Company’s auditors." - Results not ready and will NOT be published tomorrow.

     

    "The Company’s financial results are expected to be released on SENS on or about 20 September 2018. " - This is a lie we have seen many times before.

     

    No mention whatsoever about their engagement with the JSE in having the suspension lifted. Corrections to the trading statement, imagine how many corrections we are going to have with the full set of results. These amateurs have no clue. They need to be booted out.

     

    Trematon could give us this schools and retirement villages combo, in a much better professional manner.


  10. No ways BMF does not know what's going on along with other Fund Managers. I remember Anthony tweeting about the status after he gave them a call. These companies treat the big boys differently than small guys. Perhaps one should call and pretend to be from an big institutional investor perhaps we will get to speak to the CFO or CEO as they are always not available to answer.

     

    Just wondering what scheme they are cooking to prop up the share price once it starts trading again....im certain it will crash big time.


  11. Quite Correct Ranger, this is a disaster.

     

     

     

    PEM is not a complex business for them to delay so long to issue the results.

     

     

     

    This going straight to 1c I foresee. Conclusion is they are liars. If its not a board meeting, its a meeting with the auditors. They are absolutely useless, for a start up to take this long in making results available. The CFO is supposed to be familiar with complex accounting matters as marketed by PEM based on previous experience. How things have unfolded it does not seem so. Something very bad is brewing here. On what basis did they issue the Trading Statement if the results are not anywhere near ready. They give shareholders no information on the progress of their own set targets to get this ship back on course.

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