| Fri 3 Aug 2007, 8:00 | | BAT - Brait S.A - sale by Brait of its shares in B |
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BAT
BRAIT
BAT - Brait S.A - sale by Brait of its shares in Bayport Management Limited and
Bayport Holdings (South Africa) (Proprietary) Limited and withdrawal of
cautionary announcement
Brait S.A.
Societe Anonyme
(Incorporated in Luxembourg)
(RC Luxembourg B-13861)
Share code: BAT & ISIN: LU0011857645
("Brait" or the "Company")
ANNOUNCEMENT IN RESPECT OF THE SALE BY BRAIT OF ITS SHARES IN BAYPORT MANAGEMENT
LIMITED AND BAYPORT HOLDINGS (SOUTH AFRICA) (PROPRIETARY) LIMITED AND WITHDRAWAL
OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Further to the cautionary announcement published by Brait on 29 June 2007 (the
"Cautionary Announcement"), shareholders of Brait are advised that the Company
has entered into an agreement (the "Sale Agreement") in terms of which it will
sell all of its shares in Bayport Management Limited and Bayport Holdings (South
Africa) (Proprietary) Limited (collectively "Bayport" and the "Bayport Shares")
to a consortium comprising of the executive management of Bayport and its other
shareholders (the "Consortium"). In addition to the sale of the Bayport Shares,
Brait will receive repayment of all amounts owing to it by Bayport on loan
account (together referred to as the "Sale"). In terms of Section 9 of the JSE
Limited`s Listing Requirements, the Sale is classified as a Category 3
transaction.
2. Description of Bayport
Bayport, established in 2002 by industry professionals together with capital
provided by Brait, is a group of micro-lending and financial services businesses
with established operations in Ghana, Uganda, Zambia and Tanzania which it
conducts through Bayport Management Limited. It is currently also developing a
niche opportunity in South Africa which it conducts through Bayport Holdings
(South Africa) (Proprietary) Limited. In 2004 and 2005 Brait provided
additional capital to Bayport in a blend of equity and interest-bearing debt
financing in order for Bayport to pursue various growth opportunities. Brait
effectively owns 41.66% of Bayport.
3. Rationale for the Sale
Brait, as stated in its annual report for the year ended 31 March 2007 (the
"Annual Report"), is in the process of reviewing its capital deployment strategy
with respect to, inter alia, its group investment activities in which it held
its investment in Bayport. The goal of the strategic review is to more rapidly
deploy Brait`s capital in support of existing leadership positions enjoyed by
Brait. The Sale is in conformity with this strategy.
4. Terms of the Sale Agreement
The principal terms of the Sale Agreement are as follows:
The consideration for the Bayport Shares is approximately US$ 17,5 million (the
"Sale Consideration") payable in cash within seven business days of the
fulfillment of the last of the conditions precedent referred to in 6. below (the
"Payment Date");
The effective date of the Sale is 1 April 2007;
Interest at the rate of 8% per annum nominal annual compounded monthly in
arrears is payable on the Sale Consideration from the effective date to the
Payment Date;
The Sale Consideration may be adjusted upwards in the event that a subsequent
transaction in the equity of Bayport occurs at a materially higher price than
the Sale Consideration prior to 31 March 2009;
Brait provides no warranties in respect of the future performance of Bayport and
provides warranties only in so far as it relates to the ownership of the Sale
Shares; and
All amounts owing to Brait by Bayport on loan account (the "Brait Loans"),
including interest accrued thereon, amounting in aggregate to approximately US$
13,8 million, will be repaid.
5. Pro forma financial effects of the Sale
The unaudited pro forma financial effects of the Sale provided below are the
responsibility of the directors of Brait and are disclosed in order to provide
shareholders with information on the impact of the Sale on the audited financial
statements of Brait and its subsidiaries for the year ended 31 March 2007.
The unaudited pro forma financial effects of the Sale have been prepared for
illustrative purposes only and, because of their nature, may not fairly present
the financial position of Brait, changes in its equity or results of its
operations or cash flows subsequent to the implementation of the Sale.
The unaudited pro forma financial effects of the Sale on the headline earnings,
earnings and net asset value per Brait share, before and after the Sale, are set
out below:
Before After %
Per Brait share (US cents) Change
Headline earnings
- Basic 44,6 44,1 -1,1
- Diluted 42,8 42,3 -1,1
Earnings
- Basic 46,9 56,3 +20,1
- Diluted 45,0 54,0 +20,1
Net asset value 166,5 172,5 +3,6
Notes:
a. The amounts in the "Before" column are the headline earnings, earnings and
net asset value per Brait share as reported in the Annual Report.
b. The amounts in the "After" column represent the headline earnings and
earnings that would have accrued per Brait share for the year ended 31
March 2007 on the assumptions that:
i. the Sale had been effective from 1 April 2006;
ii. the Sale Consideration and the Brait Loans had been received on 1
April 2006; and
iii. the Sale Consideration and the Brait Loans were invested on 1 April
2006 in the Brait Absolute South Africa Fund, as is Brait`s practice
with respect to surplus cash holdings, and which for the year ended 31
March 2007 yielded a return of 13,9%, reduced by the costs of an
assumed currency hedge.
c. The amounts in the "After" column represent the net asset value per Brait
share had the Sale been effective on 31 March 2007.
Bayport`s net asset value at 31 March 2007 was US$ 14.0 million of which the
portion attributable to Brait is US$ 5.8 million.
6. Condition precedent and resolutive condition
The Sale is subject to the condition precedent that the required approval is
obtained in terms of the Exchange Control Regulations published under the South
African Currency and Exchanges Act in so far as it relates to the sale of the
shares held by Brait in Bayport Holdings (South Africa) (Proprietary) Limited by
no later than 10 August 2007.
The Sale is also subject to the resolutive condition that the Sale Agreement may
be cancelled if payment of the Sale Consideration and the repayment of the Brait
Loans are not made on the Payment Date.
7. Withdrawal of Cautionary Announcement
Shareholders are advised that, pursuant to the entering into of the Sale
Agreement, the Cautionary Announcement has been withdrawn.
Luxembourg
3 August 2007
Sponsor
Deloitte & Touche Sponsor Services (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Date: 03/08/2007 08:00:02 Produced by the JSE SENS Department.
