| Wed 31 Oct 2007, 7:05 | | Enaleni - Disposal Of Enaleni Pharmaceuticals |
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ENL
ENL
ENL - Enaleni Pharmaceuticals - Disposal Of Enaleni Pharmaceuticals
Consumer Division (Proprietary) Limited ("EPCD")
Enaleni Pharmaceuticals Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/018027/06)
JSE code: ENL ISIN: ZAE000067740
("Enaleni" or "the Group")
DISPOSAL OF ENALENI PHARMACEUTICALS CONSUMER DIVISION (PROPRIETARY)
LIMITED ("EPCD")
1. Introduction
Shareholders are advised that Enaleni has concluded a Sale of Shares
and Claims Agreement dated Tuesday, 30 October 2007 with Marico South
Africa Consumer Care (Proprietary) Limited (a wholly owned subsidiary
of Marico Limited, a company incorporated in India) ("Marico") in
terms of which Marico has agreed to purchase all the shares in and
claims against EPCD, including the intellectual property with effect
from 1 November 2007 ("the disposal").
2. Nature of business
EPCD is a manufacturer and marketer of some of South Africa`s well
known and trusted personal care and healthcare products including,
inter alia, the Hercules and Caivil brands which are targeted at the
emerging and ethnic markets. The EPCD business, which reported half
year revenues to end June 2007 of R44,9 million, operates out of
Mobeni, Durban from a 5 000m2 manufacturing plant.
3. Rationale for the disposal
As announced on SENS on 6 June 2007, shareholders were advised that
Enaleni had undertaken to change the strategic direction in order to
focus on the pharmaceutical market. In line with this strategy, and
the board`s subsequent approval to dispose of its consumer and
vitality businesses, and the resultant bid and due diligence
processes, Marico was identified as the preferred bidder for EPCD.
Proceeds from the sale will be utilised to reduce debt and fund
pharmaceutical growth.
4. Consideration
The consideration for the disposal is R92.8 million, which is to be
settled in cash.
5. Financial effects of the disposal
Based on the reviewed results of Enaleni for the six months ended 30
June 2007, the unaudited pro forma financial effects of the disposal
on earnings per share ("EPS"), fully diluted earnings per share
("FDEPS"), headline earnings per share ("HEPS"), fully diluted
headline earnings per share ("FDHEPS"), net asset value per share
("NAV") and net tangible asset per share ("NTAV") are set out below.
This unaudited pro forma financial information has been prepared for
illustrative purposes only and because of its nature may not give a
fair reflection of Enaleni`s financial position and results of
operations, nor of the effect and impact of the disposal on Enaleni.
The preparation of the pro forma financial information is the
responsibility of the directors of Enaleni.
Before After %
the the Change
disposal disposal
(1) (2)
EPS (cents) 11,4 20,7(3) 82
HEPS (cents) 12,6 12,6(3) 0
FDEPS (cents) 11,3 20,6(3) 82
FDHEPS (cents) 12,5 12,5(3) 0
NAV (cents) 266,1 4
277,8(4)
NTAV (cents) (51,3) (36,5)(4 29
)
Weighted average shares in
issue for calculating EPS 413 566 413 566
and HEPS (`000)
Weighted average fully
diluted shares in issue 415 454 415 454
for calculating FDEPS and
FDHEPS (`000)
Shares in issue for 442 266 442 266
calculating NAV and NTAV
(`000)
Notes
1 Based on the published reviewed interim results of Enaleni for the
six months ended 30 June 2007.
2 Based on the assumption that the disposal took place on 1 January
2007 for income statement purposes and on 30 June 2007 for balance sheet
purposes.
3 EPS, HEPS, FDEPS and FDHEPS have been adjusted for the following for
the six months ended 30 June 2007:
- income after taxation from the disposal for the six months
ending 30 June 2007, has been excluded from the 30 June 2007
results;
- transaction costs;
- profit on disposal;
- finance costs saved due to the settlement of debt using a
portion of the proceeds; and
- tax effects.
4 NAV and NTAV have been adjusted for the following as at 30 June 2007:
- the EPCD balance sheet has been excluded from the 30 June 2007
balance sheet;
- a portion of the net proceeds received from the disposal, after
the settlement of EPCD debt, has been utilised to reduce Enaleni`s
external debt; and
- the remainder was incorporated into the working capital of the
business.
6. Conditions precedent
There are no outstanding conditions precedent to the disposal.
7. Categorisation
The disposal is a Category 2 transaction in terms of the JSE Limited
Listings Requirements.
Durban
31 October 2007
Investment bank and sponsor
Nedbank Capital
Attorneys
Deneys Reitz
Date: 31/10/2007 07:05:01 Produced by the JSE SENS Department.
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