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VER
VER
VER - Vestor - Pro forma financial effects and withdrawal of cautionary
VESTOR INVESTMENTS LIMITED
(Formerly Vesta Technology Holdings)
(Incorporated in the Republic of South Africa)
(Registration number 1998/015580/06)
Share code: VER ISIN: ZAE000089595
("Vestor" or "the Company")
PRO FORMA FINANCIAL EFFECTS OF COMBINED ACQUISITIONS AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
Introduction
Further to the previous announcements of the acquisitions of ConvergeNet SA
(Proprietary) Limited ("ConvergeNet SA"), Structured Connectivity Solutions
(Proprietary) Limited ("SCS"), Sizwe Africa IT Group (Proprietary) Limited
("Sizwe") and Telesto Communications (Proprietary) Limited ("Telesto") (together
the "combined acquisitions") and the renewal of cautionary announcement on 02
July 2007, financial information and the pro forma financial effects of the
combined acquisitions are set out below.
Pro forma financial effects
The table below summarises the pro forma financial effects of the acquisitions
of ConvergeNet SA, SCS, Sizwe and Telesto on the reviewed unaudited results of
Vestor as published for the 6 months ended 28 February 2007. The unaudited
financial statements and pro forma income statements and balance sheet have been
prepared in terms of accounting policies that comply with IFRS. The financial
effects on the earnings per share have been based as if the acquisitions had
been in place for the 6 month period ended 28 February 2007. The financial
effects on the net asset value have been based on the value as though the
acquisitions occurred as at 28 February 2007. The pro forma financial effects
are the responsibility of the directors, have been prepared for illustrative
purposes only and due to their nature, may not give a fair reflection of the
balance sheet, statement of changes in equity, results of operations or cash
flows of Vestor after the acquisitions have been implemented.
Reviewed Pro forma
28 Feb 2007 28 Feb 2007
Before After %
change
Earnings per share (cents) (0.05) 1.35 3 008%
Headline earnings per share (cents) (0.05) 1.35 3 008%
Net asset value per share (cents) 0.71 18.62 2 513%
Tangible net asset value per share (cents) 0.71 3.07 331%
Weighted average shares in issue 83 936 310 591 149 096 604%
Shares in issue 83 936 310 591 149 096 604%
Notes:
1. The "Before" Column is extracted from the published interim results of
Vestor for the period ended 28 February 2007;
2. The "After" Column shows the impact of the results for ConvergeNet SA, SCS,
Sizwe and Telesto on the balance sheet as at 28 February 2007 and for the
year ended 28 February 2007, which results have been adjusted on a pro rata
basis to six months. The pro forma financial effects assume that the
shares have been issued for the full period under review.
3. Provision for the various minority holdings has been made.
Full details of the pro forma financial effects will be included in a circular
to shareholders. Shareholders are advised that the acquisitions will constitute
a reverse takeover and, in accordance with the JSE Listings Requirements,
shareholders are cautioned that the continued listing will be subject to the
approval of the JSE.
CIRCULAR TO SHAREHOLDERS
A circular, which will incorporate, inter alia, full details of the acquisitions
of Telesto, ConvergeNet SA, SCS and Sizwe, the proposed name change, the change
in control and offer to minority shareholders, will be posted to Vestor`s
shareholders in due course.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The cautionary announcement is now withdrawn following the publishing of
financial information and pro forma financial effects.
Johannesburg
03 July 2007
Sponsors
Arcay Moela Sponsors (Proprietary) Limited
Date: 03/07/2007 17:05:05 Produced by the JSE SENS Department.
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