| Wed 5 Sep 2007, 16:40 | | TMT - Trematon - Announcement Regarding The Reposi |
|
TMT SFA
TMT
TMT - Trematon - Announcement Regarding The Repositioning Of Shops For Africa
Limited ("Shops") And The Acquisition Of Further Shares In Shops
Trematon Capital Investments Limited
(Incorporated in the Republic of South Africa)
Registration number 1997/008691/06
Share code: TMT
ISIN: ZAE000031241
("Trematon" or "the Company")
ANNOUNCEMENT REGARDING THE REPOSITIONING OF SHOPS FOR AFRICA LIMITED ("SHOPS")
AND THE ACQUISITION OF FURTHER SHARES IN SHOPS
Background
Trematon currently owns 54.7 million shares in Shops which amounts to 75.8% of
the total equity of Shops. At the last reporting date for the interim period to
28th February 2007, Shops had a balance sheet value attributed to it of R18.8m.
The repositioning of Shops
Shops is currently listed on the JSE but has been suspended for several years.
Trematon has actively sought to add value to its investment in Shops and is
pleased to inform shareholders that, under the leadership of Arnold Maresky, the
recently appointed Shops CEO, a portfolio of investment and development
properties has been acquired which has transformed Shops into a substantial
property company with excellent growth prospects. In this regard shareholders
are referred to the SENS announcement published by Shops on 5 September 2007
detailing, inter alia, the acquisition of certain properties, an issue of shares
for cash, and a proposed change of name to SA REIT Limited.
Shops` property portfolio is currently focused in the Western Cape but will
expand geographically in due course. New appointments have and will be made to
the board of Shops to ensure that it has the correct balance of experience and
expertise. Trematon will continue to be represented on the Shops board and on
the investment committee. The expected date for the lifting of the suspension of
Shops shares is 28th September 2007.
The acquisition of further shares in Shops
Trematon has irrevocably undertaken to invest a further R27.7 million in Shops
by acquiring, in terms of a vendor consideration placing by Shops, 55.3 million
shares in Shops at a price of 50c per share ("the acquisition"). In addition,
Trematon will receive a promoter`s fee of R5.5m which will be settled by the
issue of a further 11 million shares in Shops.
Upon implementation of the transaction Trematon will own 19% or 121 million
shares in Shops, which, at 50c per share, equates to a value of R60.5 million.
The acquisition is classified as a category 3 transaction in terms of the JSE
Listings Requirements.
Unaudited pro forma financial effects of the acquisition
Based on the published unaudited interim results of Trematon for the six months
ended 28 February 2007 the unaudited pro forma financial effects of the
acquisition is set out below. These financial effects have been prepared for
illustrative purposes only and because of its nature may not give a fair
presentation of Trematon`s financial position or of the effect and impact of the
acquisition on the Company. The preparation of the pro forma financial effects
is the responsibility of the board of directors of Trematon.
Before After %
change
Earnings per share (cents) 2.8 4.6 64%
Headline earnings per share 1.7 3.7 118%
(cents) 70 75 7%
Net asset value (in cents)
Net tangible asset value (in 70 75 7%
cents)
Number of shares in issue 174 873 174 873
(`000)
Weighted average number of 174 873 174 873
shares in issue (`000)
Notes:
1. The information presented in the "After" column assumes that the
acquisition took place on 1 September 2006 for earnings and headline earnings
purposes, and on 28 February 2007 for net asset and tangible net asset value
purposes.
2. The earnings per share in the After column was calculated after taking into
account various factors, the only material factor of which was the promoter`s
fee earned of R5,5m as set out above. No account was taken of any unrealised
mark-to-market gains on the shares held in Shops.
3. The net asset values in the After column was calculated after taking into
account the revaluation of 54.7 million Shops shares from 34 cents to 50 cents
per share.
5 September 2007
Cape Town
Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 05/09/2007 16:40:32 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
