| Tue 30 Oct 2007, 16:35 | | ITG - Integrear Limited - Results Of General Meeti |
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ITG
ITG
ITG - Integrear Limited - Results Of General Meeting And Revised
Financial Effects
INTEGREAR LIMITED
(Registration number: 1989/001319/06)
Share Code: ITG
ISIN: ZAE000027231
("Integrear" or "the Company")
RESULTS OF GENERAL MEETING AND REVISED FINANCIAL EFFECTS
Shareholders are referred to the circular issued to shareholders on 4 October
2007 in terms of which Integrear, inter alia, acquired certain of the assets
of Tangeni Feedlot (Pty) Limited ("Tangeni")and the businesses of the Best Cut
Group ("Best Cut") ("the acquisitions").
Results of General Meeting
Integrear shareholders are advised that at the general meeting of ordinary
shareholders held on Friday, 26 October 2007, the requisite majority of
ordinary shareholders, of which 55,70%, of those shareholders eligible to vote
at the general meeting, was represented in person voted as follows :
- Shareholders have resolved to amend the resolutions:
- to remove the inter conditionality clause in Ordinary Resolution
Number 1 and Ordinary Resolution Number 2, dealing with the
acquisitions of Tangeni`s assets and Best Cut respectively; and
- to amend the issue price to between 60 and 100 cents for the
specific issue of shares for cash.
- Shareholders have voted against the purchase of Tangeni`s assets.
- Shareholders have voted unanimously in favour of all other ordinary and
special resolutions tabled.
The special resolutions have been lodged with the Registrar of Companies for
registration.
The effect of the general meeting is that Integrear will continue with the
acquisition of the businesses of Best Cut ,and will fund it by way of specific
issue of up to 50 million shares for cash at an issue price of between 60
cents and 100 cents per share.
The current state of the feedlot industry was tabled at the General Meeting
and discussed by shareholders, as well as the results of the stock take and
cattle valuation at Tangeni, after considering the facts shareholders were
asked to vote.
It has been resolved at the general meeting not to proceed with the
acquisition of the Tangeni assets which acquisition agreement was subject to
shareholder approval.
Financial Effects
The pro forma financial effects of the acquisitions and the specific issue on
the historical earnings and headline earnings, net asset value and net
tangible asset value per share are set out below. The financial effects have
been calculated utilising Integrear`s reviewed results for the year ended 30
June 2007, on the assumption that the acquisitions and specific issue occurred
for the purposes of the pro forma balance sheet occurred on 30 June 2007 and
on 1 July 2006 for income statement purposes. The directors are responsible
for the preparation of the unaudited pro forma financial effects of Integrear.
The pro forma financial effects are provided for illustrative purposes only
and because of their nature may not give a fair presentation of Integrear`s
financial position after the acquisitions and specific issue.
Per Before After Best Change % After Change
Share Transaction Cut Specific %
( c ) Acquisition Issue
Earnings -1.02 7.22 809% 5.26 -27%
Headline -1.02 7.22 809% 5.29 -27%
Earnings
Net -0.77 -0.77 16.18 1802%
Asset
Value
Net -0.77 -0.77 16.18 1802%
Tangible
Asset
Value
Shares 90,000,000 90,000,000 90,000,000 123,475,534
in Issue
Adjustments
In addition to the adjustments in the circular dated 4 October the pro forma
financials have been adjusted to take account of the following.
1. The acquisition of the assets of Tangeni has been removed.
2. The number of shares to be issued has been reduced from 140,000,000 to
123,475,534.
Profit Forecast Forecast Forecast
for the 9 for the
Months year ending
ending 30 30 June
June 2008 2009
R`000 R`000
Revenue 150,821 237,690
Cost of sales 104,536 161,050
Gross profit 46,285 76,640
Operating expenses 28,360 47,108
Profit from operations 17,925 29,532
Finance Income
Finance costs (1,739) (2,319)
Profit before tax 16,186 27,214
Taxation 4,694 7,892
Net Profit for the period 11,492 19,323
Pro Forma Weighted average number 123,472,208 123,472,208
of ordinary shares in issue on
which earnings per share is based
Pro Forma earnings per share 9.31* 15.65
(cents)*
Pro Forma headline earnings per 9.31 15.65
share (cents)**
Notes
1. The turnover figures as reflected for the group, namely turnover related
to the businesses of Best Cut, exclude inter company sales.
2. Inter company sales of R 54 368 thousand for the 9 months ending 30 June
2008 and R 85 683 thousand for the year ending 30 June 2009 were
accounted for between the companies.
* Earnings per share annualised for year ending 2008 is 12.41.
Conditions Outstanding
The acquisition is subject to the placement of up to 50 million shares for
cash at an issue price of between 60 and 100 cents per share and securing the
loan finance.
Salient Dates
Shareholders are referred to the salient dates announcement published on 17
October 2007 on SENS and are advised that the relevant dates are still
applicable.
Any changes to the salient dates will be announced on SENS.
Pretoria
30 October 2007
Sponsor
Exchange Sponsors (Pty) Limited
Date: 30/10/2007 16:35:22 Produced by the JSE SENS Department.
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