| Wed 12 Sep 2007, 10:00 | | ELH - Ellerines - Further Announcement Regarding T |
|
ELH
ELH
ELH - Ellerines - Further Announcement Regarding The Offer For The Entire Issued
Ordinary Share Capital Of Ellerines By African Bank Investments ("ABIL") ("the
offer")
ELLERINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/013402/06)
Share code: ELH & ISIN: ZAE000022752
("Ellerines" or "the Company")
FURTHER ANNOUNCEMENT REGARDING THE OFFER FOR THE ENTIRE ISSUED ORDINARY SHARE
CAPITAL OF ELLERINES BY AFRICAN BANK INVESTMENTS LIMITED ("ABIL") ("the offer")
1. Introduction
Further to the announcement of a firm intention to make an offer for the
entire issued ordinary share capital of Ellerines (other than the shares
held by Ellerine Properties (Proprietary) Limited and the Relyant Share
Purchase and Option Scheme) and withdrawal of cautionary announcement
released on SENS on Wednesday, 5 September 2007, shareholders are now
advised of the result of the fair and reasonable opinion by KPMG Services
(Pty) Ltd ("KPMG"), the independent professional expert appointed by the
board of directors of Ellerines, as well as the financial effects of the
offer on Ellerines shareholders.
2. Fair and reasonable opinion and recommendations
KPMG has concluded its opinion on whether the terms of the offer are fair
and reasonable to Ellerines shareholders, the result of which is that, in
KPMG`s opinion, the offer is both fair and reasonable. The copy of the
aforementioned opinion will be contained in the circular to Ellerines
shareholders to be posted in due course.
The board of directors of Ellerines has considered the terms of the offer
and KPMG`s opinion, and is of the opinion that the terms of the offer are
fair and reasonable. The directors intend to vote in favour of the scheme
of arrangement, proposed by ABIL between Ellerines and its shareholders
(other than the shares held by Ellerine Properties (Proprietary) Limited
and the Relyant Share Purchase and Option Scheme), in respect of their own
shareholdings in Ellerines and recommend that Ellerines shareholders do
likewise.
3. Financial effects of the offer
The unaudited pro forma financial effects of the offer set out below are
based on the audited year end results of ABIL for the twelve months ended
30 September 2006 and the audited year end results of Ellerines for the
twelve months ended 31 August 2006. These effects are the responsibility
of the board of directors of Ellerines and are given for illustrative
purposes only and because of their pro forma nature, may not give a fair
reflection of a shareholders position after the offer.
Note Before After Change
Market value (cents 1 5 800 7 395 27.50%
per share)
30-day VWAP (cents per 1 6 428 8 186 27.35%
share)
Earnings (cents per 2 743 646 (13.06%)
share)
Headline earnings 2 742 636 (14.29%)
(cents per share)
Net asset value (cents 3 4 127 3 828 (7.24%)
per share)
Net tangible asset 3 3 189 1 926 (39.60%)
value (cents per
share)
Dividend (cents per 4 253 413 63.24%
share)
Dividend yield (%) 4 4.35% 5.58% 1.23
Premium to market 41.05%
value (%)
Premium to 30-day
value weighted average 27.34%
price (%)
Notes
1. The "Before" column sets out the market price, which is based on
Ellerines` closing price on Friday, 17 August 2007, and the 30-day
volume weighted average price ("VWAP") up to and including Friday, 17
August 2007, being the date immediately preceding the joint cautionary
announcement. The "After" column sets out the pro forma market value
attributable to 255 ABIL shares per 100 Ellerines shares on the basis
of its market price and VWAP over the same period assuming no change
in the ABIL market price following the implementation of the offer.
2. The "Before" column sets out Ellerines` earnings per share ("EPS") and
headline earnings per share ("HEPS") for the year ended 31 August
2006. The "After" column sets out the pro forma EPS and HEPS per 255
ABIL shares for each 100 Ellerines shares, based on the assumption
that the share exchange was in effect from 1 September 2005 and the
ABIL results incorporates the earnings of Ellerines for the year ended
31 August 2006 and based on an assumed total weighted average number
of 803.20 million ABIL shares in issue (net of approximately 9 392 653
Ellerines treasury shares).
3. The "Before" column sets out the net asset value ("NAV") and net
tangible asset value ("NTAV") per Ellerines share as at 31 August
2006. The "After" column sets out the pro forma NAV and NTAV based on
255 ABIL shares for every 100 Ellerines shares held, adjusted for the
share exchange, on the assumption that the offer became effective on
31 August 2006. The excess of the share consideration over Ellerines`
NAV as well as trademarks, have been excluded in calculating the NTAV,
in all other cases this amount has been notionally capitalised as
goodwill in determining the above financial effects. This excess will
have to be reviewed in terms of IFRS 3 - Business Combinations before
it can be concluded that the full excess amount relates to goodwill.
4. The "Before" dividend yield is based on the dividend per share of
Ellerines paid in the second half of the 2006 financial year and the
first half of the 2007 financial year, divided by "Before" market
value. The "After" dividend yield is based on the sum of the dividend
per share of Ellerines paid in the second half of the 2006 financial
year and the first half of the 2007 financial year and the dividend
per share of ABIL paid in the second half of the 2006 financial year
and the first half of the 2007 financial year divided, by the "After"
market value.
5. The above financial effects are based on the shares that will be
received by an Ellerines shareholder, net of the BEE reserved shares.
The potential dilutionary effect of the BEE reserved shares have been
included in the above calculations, apart from the once-off upfront
costs on earnings in terms of IFRS 2 and IFRIC 8 - Share Based
Payments.
6. No adjustment has been made for the one month difference between ABIL
and Ellerines` financial year ends as the effect of this is considered
to be immaterial.
7. The financial effects are based on historic twelve months audited
results due to the cyclical nature of the two businesses, which would
have presented a distorted view if the financial effects were based on
the six months interim periods.
Bedfordview
12 September 2007
Investment bank and sponsor
Nedbank Capital
Independent reporting accountants and auditors
Grant Thornton
Independent professional expert
KPMG Services (Pty) Ltd
Attorneys
Cliffe Dekker
Date: 12/09/2007 10:00:02 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.
