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ITR
ITR
ITR - Intertrading - Financial effects of disposal and withdrawal of
cautionary
INTERTRADING LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/004777/06)
Share code ITR & ISIN ZAE000015566
("Intertrading" or "the company")
FINANCIAL EFFECTS OF DISPOSAL OF MACADAMIA INTERESTS AND WITHDRAWAL OF
CAUTIONARY
1. Introduction
Shareholders are referred to the announcement dated 2 May 2007 wherein the
board of Intertrading announced that Intertrading had reached agreement for
the disposal of its macadamia interests, comprising the entire issued share
capital and shareholder`s loan in Intertrading Macadamias (Pty) Ltd and a 50%
interest in Inter Mayo Macadamias (Pty) Ltd ("Intermayo") ("macadamia
interests"), for a total consideration of R15 761 000 ("the disposal" or "the
transaction").
The total consideration, which will be settled in cash, is comprised of R11.5
million, in relation to the share capital and loan accounts, and R4 261 000
in relation to adjustment accounts prepared in terms of the disposal
agreement. The proceeds from the disposal will be used to repay the company`s
debts. The purchaser of the Macadamia interests is the Que Trust, represented
by Christiaan Johannes Lindeque who is a director of Intermayo.
2. Categorisation of the transaction and further documentation
The disposal is categorised as a related party transaction and a Category 1
transaction in terms of the JSE Limited Listings Requirements. A circular
giving full details of the disposal and including a fair and reasonable
opinion from an independent expert is being prepared and will be posted to
shareholders within 28 days.
3. Financial Effects
The following table and accompanying notes set out the financial effects of
the transaction and are based on the published audited results of the company
for the year ended 28 February 2007. The table has been prepared for
illustrative purposes only to provide information on how the transaction
might have affected the financial information presented, and due to its
nature, may not fairly present the company`s financial position. The
financial effects are the responsibility of the directors.
Before the After the Percentage
Disposal(1) disposal change
Loss - cents per share (75.05) (73.84)(2) 1.61
Headline loss - cents per share (22.45) (24.55)(2) (9.35)
Net asset value - cents per 53.22 56.53(3) 6.22
share
Net tangible asset value - 40.33 46.36(3) 14.95
cents per share
Average and weighted average
number of shares in issue 50 000 50 000 -
(000`s)
Notes and Assumptions:
1. The "Before the disposal" column of the table is Intertrading`s audited
results for the year ended 28 February 2007, which were published in the
press on 31 May 2007.
2. The "After the disposal" column of the table is calculated using the
following assumptions:
- Intertrading`s financial results are adjusted for the disposal of the
macadamia interests;
- The disposal was successfully concluded on 1 March 2006 for purposes of
the pro forma income statement effects;
- The net proceeds were utilized to reduce interest-bearing debt. The
saving on interest paid was calculated using an after-tax rate of 8.13% per
annum being the after-tax weighted average prime overdraft rate for the year;
and
- The net proceeds include an amount of R4,261 million, being the net
current assets of Intertrading Macadamias retained and collected by
Intertrading in terms of the agreement.
3. The net asset value and net tangible asset value were calculated on the
assumption that the disposal was effective as at 28 February 2007.
4. Withdrawal of cautionary
Accordingly, in light of the above, shareholders are no longer advised to
exercise caution when dealing in the company`s securities.
Johannesburg
8 June 2007
Sponsor and corporate adviser
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 08/06/2007 14:53:00 Produced by the JSE SENS Department.
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