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CNL
CNL
CNL - Control Instruments - Issue of Shares
Control Instruments Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1964/003987/06)
Share code: CNL
ISIN: ZAE000001665
("Control Instruments" or "the Company")
ISSUE OF SHARES
Investec Bank Limited is authorised to announce that Control Instruments has
issued 15 million ordinary shares using a vendor placement with third parties
and a further 15 million ordinary shares under the general authority granted to
directors to issue shares for cash.
1. Vendor placement
Control Instruments announced on 2 May 2007 that it had reached agreement
with Siemens VDO Trading ("Siemens VDO") for the acquisition of the
distribution rights in respect of FM Europe and the businesses and assets
of Datatrak UK and One-Stop-Shop ("Datatrak") from Siemens VDO for GBP5.045
million ("the purchase consideration").
The announcement stated that the purchase consideration was payable in two
equal instalments; the final purchase consideration would be adjusted, up
or down, based on the movements in net working capital as at the effective
date ("the final consideration"); and Control Instruments would use a
combination of debt, equity and vendor finance to finance the transaction.
It has subsequently been agreed with Siemens VDO that the final
consideration will be paid in one instalment and Control Instruments will
settle the final consideration using a vendor placement in terms of which
shares will be placed with third parties. Control Instruments has
accordingly placed 15 000 000 Control Instruments ordinary shares, with a
par value of 5 (five) cents each at a price of R6.00 per share, with third
parties ("vendor placement").
2. General authority granted to directors to issue shares for cash
Under the general authority granted to directors to issue shares for cash
at the annual general meeting held on 2 May 2006, Control Instruments has
issued 15 000 000 ordinary shares, with a par value of 5 (five) cents each
at a price of R6.00 per share in a private placement to public
shareholders, as defined by the JSE Listings Requirements ("issue for
cash").
As determined by the directors of the Company, the shares for both the
vendor placement and the issue for cash were issued at an 8.67% discount to
the Control Instruments 30-day volume weighted average traded price of
R6.52, calculated on 25 May 2007.
The effect on earnings per share ("EPS"), headline earnings per share
("HEPS"), net asset value ("NAV") per share and tangible net asset value
("TNAV") per share is outlined below.
Before After After issue Overall
vendor for cash change
Cents (i) placement Cents (iii) %
Cents (ii)
EPS 60.8 65.6 64.1 5.4
HEPS (0.6) 12.7 17.6 > 100.0
NAV per share 348.7 381.0 406.1 16.5
TNAV per share 68.8 80.5 140.2 103.8
Notes:
i) In the "Before" column of the table, the EPS and HEPS are based on the
audited income statement of Control Instruments for the year ended 31
December 2006 and 93 247 420 weighted average number of shares in
issue; and the NAV and TNAV per share are based on the audited balance
sheet of Control Instruments at 31 December 2006 and 100 434 208
shares in issue.
ii) In the "After vendor placement" column of the table:
The EPS and HEPS are based on the combined audited income statement of
Control Instruments for the year ended 31 December 2006 and unaudited
income statement of Datatrak for the year ended 30 September 2006; 108
247 420 weighted average number of shares in issue and the assumptions
that, the issue was effective on 1 January 2007 and transaction costs
of R1.4 million were incurred.
The NAV and TNAV per share are based on the combined audited balance
sheet of Control Instruments at 31 December 2006 and unaudited balance
sheet of Datatrak at 30 September 2006; 115 434 208 shares in issue; a
Rand/GBP exchange rate of 14.2; and the assumption that the issue was
effective on 31 December 2006.
iii) In the "After issue for cash" column of the table:
The EPS and HEPS are based on the combined audited income statement of
Control Instruments for the year ended 31 December 2006 and unaudited
income statement of Datatrak for the year ended 30 September 2006; 123
247 420 weighted average number of shares in issue and the assumptions
that, the issue was effective on 1 January 2007; the proceeds of the
issue were invested in an interest bearing account at an after tax
rate of 8.52% per annum for the year ended 31 December 2006; and
transaction costs of R80 000 were incurred.
The NAV and TNAV per share are based on the combined audited balance sheet
of Control Instruments at 31 December 2006 and unaudited balance sheet of
Datatrak at 30 September 2006; 130 434 208 shares in issue; and the
assumption that the issue was effective on 31 December 2006.
Cape Town
30 May 2007
Sponsor: Investec Bank Limited
Date: 31/05/2007 08:30:00 Produced by the JSE SENS Department.
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