| Fri 22 Jun 2007, 9:33 | | SBL - Sable - Financial effects of transactions pr |
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SBL
SBL
SBL - Sable - Financial effects of transactions previously announced and
withdrawal of cautionary
SABLE HOLDINGS LIMITED
("Sable")
(Registration No. 1968/010636/06)
Share code: SBL & ISIN: ZAE000006383
(Incorporated in the Republic of South Africa)
FINANCIAL EFFECTS OF TRANSACTIONS PREVIOUSLY ANNOUNCED
WITHDRAWAL OF CAUTIONARY
1 Introduction
Sable and Enterprise Risk Management Limited ("ERM") jointly announced on 1
December 2006 and 16 February 2007 a series of transactions through Amrich 58
Properties (Pty) Ltd ("Amrich"). Amrich, which is jointly held in equal shares
by Sable and ERM is the holding company of Rotaflex Investments (Pty) Ltd
("Rotaflex"), which owns a portfolio of properties with a net value of
approximately R95 million. The transactions so announced were:
(i) In November 2006 Amrich acquired 34% of the issued capital of Rotaflex for
R32.30 million;
(ii) In January 2007 Amrich acquired the balance of the issued capital of
Rotaflex for R62.70 million ("the Rotaflex acquisition"); and
(iii)In terms of two agreements signed on 16 February 2007:
(a) ERM agreed to sell its 50% shareholding in Amrich to Sable in exchange
for an issue of 1 187 500 new Sable shares at R40.00 per share ("the
sale of shares agreement");and
(b) ERM further agreed to subscribe for an additional 392 500 shares in
Sable at R40.00 per share ("the subscription agreement").
Collectively ("the transactions").
The transactions will result in ERM holding a 21.49% interest in Sable, which in
turn will hold 100% of Amrich.
On 15 May 2007 shareholders were advised that Sable had entered into an option
agreement ("the option agreement") with Sable giving ERM the option to subscribe
for 3 948 822 new Sable shares at R40.00 per share before 30 November 2007.
The purpose of this announcement is to present the financial effects of the
transactions. The financial effects of the option agreement will be announced
once Sable has been notified by ERM that it will exercise the option.
2 Financial effects
The unaudited pro forma financial effects of the transactions, based on the
published unaudited group results of Sable for the half-year ended 31 December
2006, and the unaudited results of Rotaflex for the half - year ended 28
February 2007 are set out below. The unaudited pro forma financial effects have
been prepared for illustrative purposes only to provide information on how the
transactions may have impacted on the results and financial position of Sable.
Preparation of the unaudited pro forma financial effects is the responsibility
of the directors. Because of their nature, the pro forma financial effects may
not fairly present Sable`s financial position after the transactions or the
effect on future earnings:
Before(1) After 1(2) After 2(3) 2 % change
Earnings and 550,56 567,49(4) (12,57)%
diluted earnings
(cents per share)
481,35(4)
Headline and 152,97 169,91(4) 0,60%
diluted headline
earnings (cents per
share) 153,89(4)
Net asset value 3018,41 3018,41(5) 5,59%
(cents per share)
3187,07(5)
Net tangible asset 3018,41 3018,41(5) 2,52%
value (cents per
share)
3094,34(5)
Average and 7,378 7,378
weighted average
number of shares in
issue (000) 8,958
Number of shares in 7,378 7,378
issue (000) 8,958
Notes:
1 Based on the published unaudited consolidated results of Sable for the
half-year ended 31 December 2006;
2 Pro forma financial effects of the Rotaflex acquisition using the
equity method. Interest paid in an amount of R4 million has been
excluded from the earnings of Rotaflex being interest paid on a loan
account in favour of the former shareholders of Rotaflex, which loan
account was acquired by Amrich as part of the Rotaflex acquisition;
3 Pro forma financial effects of the sale of shares agreement and the
subscription agreement;
4 The earnings and headline earnings were calculated on the assumption
that the transactions were effected from 1 July 2006 taking into
account the assumption that no interest has been accrued on the
proceeds of the shares issued in terms of the subscription agreement
as the proceeds would have been utilised in operating activities;
5 The Net Asset value and Net Tangible Asset value per share and the
number of shares in issue were calculated on the assumption that the
transactions were effected as at 31 December 2006. Costs in an amount
of R400 000 directly related to the corporate action have been
provided for.
Withdrawal of cautionary
Shareholders are advised that in the light of the above, caution is no longer
required to be exercised by shareholders when dealing in their securities.
Randburg
22 June 2007
Corporate Adviser and Sponsor to Sable
Sasfin Capital
A division of Sasfin Bank Limited
Date: 22/06/2007 09:33:44 Produced by the JSE SENS Department.
