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CEL
CEL
CEL - Celcom Group Limited - Acquisition by Celcom Group of Vodashop Kolonnade
CELCOM GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/021219/06)
JSE code: CEL & ISIN: ZAE000087490
("Celcom Group" or the "company")
ACQUISITION BY CELCOM GROUP OF VODASHOP KOLONNADE
Shareholders are advised that on 26 June 2007 Celcom Group concluded an
agreement for the acquisition of the franchised Vodacom retail outlet known as
"Vodashop Kolonnade".
The Vodashop Kolonnade business has been acquired from Daniel and Nora Zeelie
and Zeelie Marketing Corporation CC with effect from 1 May 2007, subject to
formal approval for the acquisition being received from Vodacom.
Following implementation of the acquisition, Vodashop Kolonnade will be
integrated into and managed by Celcom Group`s subsidiary, V Cellular Stores,
which presently operates a chain of 15 Vodacom retail franchise outlets in the
Gauteng region, with shops in the region`s premier shopping nodes such as Menlyn
Park Shopping Centre, Centurion Mall, Westgate Shopping Centre, Cresta Mall and
Clearwater Mall.
The purchase consideration payable by Celcom Group to the vendors comprises a
cash amount of R7 144 840 and the issue of 1 850 000 Celcom shares. The purchase
consideration will be discharged following receipt of the formal approval for
the acquisition from Vodacom. The consideration shares issued to the vendors are
subject to trading restrictions for a period of 3 years following implementation
of the acquisition.
The pro forma financial effects of the acquisition set out in the table below
are the responsibility of the Celcom Group directors and have been prepared for
illustrative purposes only, to show how the acquisition may have effected the
company`s published results for the 12 month period ended 31 March 2007 ("the
interim results"). Due to their nature the pro forma financial effects may not
fairly represent the company`s financial position, changes in equity, results of
operations or cash flows following implementation of the acquisition.
Before After Change
Earnings per share (cents) 2.98 3.04 2%
Headline earnings per share (cents) 5.22 6.07 16%
Net asset value per share(cents) 36.19 36.76 2%
Net tangible asset value per 7.87 4.70 -40%
share(cents)
Weighted average shares in issue 164,477 166,327
(`000)
Shares in issue (`000) 204,609 206,459
Notes:
1 The "Before" column reflects the earnings per share ("EPS"), headline
earnings per share("HEPS"), net asset value ("NAV") per share and net
tangible asset value ("NTAV") per share as published in the interim
results.
2 EPS and HEPS in the "After" column are based on the following:
- the assumption that the transaction was effective 1 April 2006;
- unaudited management accounts for Vodashop Kolonnade for the period 1
March to 28 February 2007 were utilised;
- interest was calculated on the long term loan and overdraft facilities
- at the prime rate; and
- the intangible asset acquired has been amortised over 5 years.
3 NAV and NTAV per share in the "After" column are based on the following:
- the assumption that the transaction was effective 31 March 2007;
- the intangible asset raised of approximately R6,8 million relates to -
- the directors` valuation of the Vodacom franchise agreement in respect
of Vodashop Kolonnade;
- the consideration shares were issued at 100 cents per share; and
4 the costs of the transaction have not been finalised, and hence have not
been capitalised. The effect of these costs would however be neutral on the
pro forma financial effects.
Shareholders are reminded that, in light of ongoing negotiations by the company,
they should continue to exercise caution in dealings in the company`s
securities.
Rosebank
27 June 2007
Designated advisor
Java Capital (Proprietary) Limited
Date: 27/06/2007 15:24:00 Produced by the JSE SENS Department.
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