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ASO
ASO
ASO - Austro Group Limited - General issue of shares for cash
Austro Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2001/029771/06)
Share code: ASO ISIN: ZAE000090882
("Austro" or "the group")
GENERAL ISSUE OF SHARES FOR CASH
Shareholders are advised that, in terms of a general authority granted by Austro
shareholders on 6 December 2006, Austro has today issued 49 239 210 Austro
shares to Stanlib Asset Management (Proprietary) Limited at an issue price of
R3.20 per share ("the general issue"), which amounts to R157 565 472 in
aggregate.The subscription proceeds will be used to partly fund the cash
portions of the purchase considerations payable in respect of the acquisitions
referred to below. The issue price equates to a 3.89% discount to the volume
weighted average traded price of Austro shares over the 30 trading days prior to
the date on which the price of the general issue was determined by Austro
directors, being Thursday, 26 July 2007.
The pro forma financial effects of the general issue on Austro`s historical
earnings per share ("EPS") and headline earnings per share ("HEPS") for the 6
months ended 28 February 2007, and net asset value ("NAV") per share and net
tangible asset value ("NTAV") per share at 28 February 2007, are set out in the
table below.
The unaudited pro forma financial effects of the general issue are provided for
illustrative purposes only to illustrate the effects of the general issue on
Austro`s published results for the 6 months ended 28 February 2007, as adjusted
for the acquisitions of the shares in and claims against New Way Motor and
Diesel Engineering (Proprietary) Limited ("New Way") and Generator and Plant
Hire (SA) (Proprietary) Limited ("Generator Hire") (collectively, "the
acquisitions"). The unaudited pro forma financial effects are the responsibility
of Austro`s directors. Due to the nature of the unaudited pro forma financial
information, it may not give a fair picture of Austro`s financial results and
position after the general issue.
Pro forma Pro forma Change
after the after the (%)
acquisitions acquisitions
and before and the
the general general
issue issue
(cents) (cents)
EPS and diluted EPS 6.4 7.8 21.9%
HEPS and diluted HEPS 6.1 7.5 23.0%
NAV per share 50.9 82.6 62.3%
NTAV per share (13.8) 25.5 -
Weighted average shares in issue 350 428 399 667 49 239
(`OOO)
Number of shares in issue and to 350 749 399 988 49 239
be issued (`000)
Shares in issue at 28 February 368 761 418 000 49 239
2007 (`OOO)
Notes and assumptions:
1 The amounts set out in the "Pro forma after the acquisitions and before the
general issue" column have been extracted from the announcement to Austro
shareholders relating to the acquisition by Austro of three new businesses
dated 19 July 2007.
2 EPS, diluted EPS, HEPS and diluted HEPS, as set out in the "Pro forma after
the acquisitions and the general issue" column, reflect the effects of the
general issue on EPS, diluted EPS, HEPS and diluted HEPS for the 6 months
ended 28 February 2007 based on the following assumptions:
2.1 the general issue was effective 1 September 2006;
2.2 R157 465 472 of the proceeds from the general issue was used to repay
interestbearing funding that had been secured and utilised for settlement
of a portion of the acquisitions. The remaining portion was used to settle
expenses relating to the general issue and invested in working capital; and
2.3 interest expense has been reduced as a result of the reduction in
interestbearing funding by R157 465 472, calculated using the third party
funding rate of 11% per annum.
3 NAV per share and NTAV per share, as set out in the "Pro forma after the
acquisitions and the general issue" column, reflect the effect of the
general issue on NAV per share and NTAV per share at 28 February 2007 based
on the following assumptions:
3.1 the general issue was effective 28 February 2007; and
3.2 costs relating to the general issue of approximately R100 000 were paid and
set off against share premium.
Johannesburg
2 August 2007
Corporate advisor, legal advisor and sponsor
Java Capital (Proprietary) Limited
Date: 02/08/2007 14:01:01 Produced by the JSE SENS Department.
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