| Wed 6 Feb 2008, 17:22 | | CRW - Corwil Investments - Announcement |
|
CRW
CRW
CRW - Corwil Investments - Announcement
CORWIL INVESTMENTS LIMITED
(Registration Number: 1987/000732/06)
Share code: CRW & ISIN code: ZAE000001806
("Corwil" or "the company")
SALE OF SHARES IN METOREX LIMITED ("METOREX"), PURCHASE OF SHARES IN
MARSHALL MONTEAGLE HOLDINGS SOCIETE ANONYME ("MONTEAGLE"), SALE OF SHARES IN
IFOUR PROPERTIES LIMITED ("IFOUR") AND CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the company has sold and purchased various
shares over the past two years and, in accordance with JSE Limited ("JSE")
Listings Requirements, details of such transactions, whilst not necessarily
requiring shareholder approval, did in fact require announcement on SENS and
in the press as well as a circular to shareholders informing them of details
of such transactions. The only transaction requiring shareholder approval
was the purchase of the Monteagle shares, details of which are set out
below.
It should be noted that the following transactions have already occurred and
the full information relating to the transactions will be contained in a
circular to shareholders.
Sale of Metorex Shares
For the year ended 31 March 2006, a total of 350 000 Metorex shares were
disposed over the year for an amount of R2 730 486.97 (including transaction
costs) by Corwil. Metorex Limited ("Metorex") is a JSE listed company in
the mining sector, under share code MTX. A profit (after tax) of R 1 317
116 on the sale of these shares was realised.
For the year ended 31 March 2007, a further 200 000 Metorex shares were
disposed in total for an amount of R2 453 465.28 (including transaction
costs) by Corwil. A profit (after tax) R473 213 on the sale of these shares
was realised.
The rationale behind the disposal of the Metorex shares was a decision of
the Corwil directors as part of its investment strategy. The shares were
disposed through the JSE electronic trading system ("the market") and the
buyer/s are not known. The consideration was settled in cash. The proceeds
from the sale were held for further investment and redeployed for purchase
of Monteagle shares
Pro forma effects of the disposals on the respective financial years are set
out below.
Purchase of Monteagle Shares
For the year ended 31 March 2007, 314 764 Monteagle shares were purchased
for an amount of R5 647 824.49 by Corwil. Monteagle is a company listed on
the JSE and forms part of the industrials sector, under share code MTE.
The rationale behind the purchase of the above shares was to increase the
company`s strategic holding in Monteagle, as the directors see value within
the Monteagle group. The shares were purchased from Messina Investments Ltd
("Messina"), a shareholder of Corwil. Due to Messina being a related party
shareholder approval of the purchase was required and a fair and reasonable
opinion will be required on this transaction. The purchase of shares will
have to be ratified at the general meeting of shareholders, to be held at a
date which will be indicated in the circular on the above issues. Messina,
and its associates, will be precluded from voting on this transaction. The
consideration was settled in cash and no goodwill or other intangibles arise
on the acquisition.
Pro forma effects of the acquisition are set out below.
Sale of Ifour Shares
For the six month period ended 30 September 2007, Corwil disposed of a total
of 525 255 Ifour shares for an amount of R5 766 200.53 (including
transaction costs). Ifour Properties Limited ("Ifour") is listed on the JSE
and forms part of the financial services sector, under share code IFR.
The rationale behind the disposal of the above shares was a decision of the
directors as part of the investment strategy. The shares were disposed
through the JSE electronic trading system ("the market"). The consideration
was settled in cash. A loss (after tax) of R601 320 on the sale of these
shares was realised. The proceeds from the sale have substantially been
used to increase the group`s shareholding in Marshall Monteagle.
The above sale of the Ifour shares may have been unauthorised, and the above
matter is currently being challenged within the company, and shareholders
are referred to the cautionary announcement below.
Pro forma effects of the disposal are set out below.
Retrospective Pro-Forma Financial Effects of the above transactions:
The table below summarises the pro forma financial effects of the various
purchase and sale transactions. They have been prepared to provide
information about the impact of the transactions by illustrating how this
issue can affect the reported financial information, had the issue been
undertaken, and had vested, at the commencement of the period being reported
on. The pro forma financial effects, which are the responsibility of the
directors, have been prepared for illustrative purposes only and, due to
their nature, may not fairly present Corwil`s financial position, changes in
equity, results of operations or cash flows.
Sale of Metorex Shares - Year ending 31 March 2006
Pro-forma Audited 31 Percentage
"Before" March 2006 change
"After"
Weighted average earnings (65.92) (32.15) 51%
per share - cents
Headline earnings per (65.92) (32.15) 51%
share - cents
Net asset value per share 427.71 427.71 0%
- cents
Net tangible asset value 427.71 427.71 0%
per share - cents
Number of ordinary shares 3 899 832 3 899 832 0%
in issue
Weighted average number of 3 899 832 3 899 832 0%
ordinary shares in issue
Notes:
1. The audited results for the year ended 31 March 2006 include the profit
made on disposal of Metorex shares and, accordingly the pro-forma
"before" has been stated showing the position before the sale of the
shares.
2. Profit on disposal (after taxation) was R 1 317 116.
Sale of Metorex Shares - Year ended 31 March 2007
Pro-forma Audited 31 March Percentage
"Before A" 2007 "After A" change
Weighted average earnings 117.19 129.32 10%
per share - cents
Headline earnings per 117.19 129.32 10%
share - cents
Net asset value per share 557.03 557.03 0%
- cents
Net tangible asset value 557.03 557.03 0%
per share - cents
Number of ordinary shares 3 899 832 3 899 832 0%
in issue
Weighted average number of 3 899 832 3 899 832 0%
ordinary shares in issue
Notes:
1. The audited results for the year ended 31 March 2007 include the profit
made on disposal of Metorex shares and, accordingly the pro-forma
"before A" has been stated showing the position before the sale of the
shares.
2. Profit on disposal (after taxation) was R 473 213.
Purchase of Monteagle Shares - Year ended 31 March 2007
Pro-forma Audited 31 Percentage
"Before B" March 2007 change
"After B"
Weighted average 129.32 129.32 0%
earnings per share -
cents
Headline earnings per 129.32 129.32 0%
share - cents
Net asset value per 557.03 557.03 0%
share - cents
Net tangible asset value 557.03 557.03 0%
per share - cents
Number of ordinary 3 899 832 3 899 832 0%
shares in issue
Weighted average number 3 899 832 3 899 832 0%
of ordinary shares in
issue
Notes:
1. The audited results for the year ended 31 March 2007 include the
effects of the purchase of Monteagle shares and, accordingly the pro-
forma "before B" has been stated showing the position before the
purchase of the shares.
Combined effect for sale of Metorex and purchase of Monteagle for year ended
31 March 2007
Pro-forma Audited 31 Percentage
"Before A & March 2007 change
B" "After A &
B"
Weighted average earnings per 117.19 129.32 10%
share - cents
Headline earnings per share - 117.19 129.32 10%
cents
Net asset value per share - 557.03 557.03 0%
cents
Net tangible asset value per 557.03 557.03 0%
share - cents
Number of ordinary shares in 3 899 832 3 899 832 0%
issue
Weighted average number of 3 899 832 3 899 832 0%
ordinary shares in issue
Notes:
1. The audited results for the year ended 31 March 2007 include the profit
made on disposal of Metorex shares and the nil effect of the purchase
of Monteagle shares , accordingly the pro-forma "before A & B" has been
stated showing the position before the sale and purchase of the
respective shares.
2. Profit on disposal (after taxation) in total was R 473 213.
Sale of Ifour Shares - Interim period ended 30 September 2007
Audited 31 Pro-forma Percentage change
March 2007 "After"
"Before"
Weighted average earnings per 129.32 113.90 -12%
share - cents
Headline earnings per share - 129.32 113.90 -12%
cents
Net asset value per share - 557.03 557.03 0%
cents
Net tangible asset value per 557.03 557.03 0%
share - cents
Number of ordinary shares in 3 899 832 3 899 832 0%
issue
Weighted average number of 3 899 832 3 899 832 0%
ordinary shares in issue
Notes:
1. The audited results for the year ended 31 March 2006 include the profit
made on disposal of Metorex shares and, accordingly the pro-forma
"before" has been stated showing the position before the sale of the
shares.
2. Loss on disposal (after taxation) was R 601 320.
Regularisation
The company recently finalised its financial statements for the years ended
31 March 2007, 2006 and 2005, as well as its reviewed interim results to 30
September 2007, and is in the process of regularising its JSE compliance,
with the ultimate aim of lifting suspension of trade in the company. The
circular to shareholders on the above share transactions is also part of
regularising JSE compliance
Documentation
The Monteagle transaction as listed above will be the only transaction
subject to shareholder approval. A circular to shareholders containing
details of the transactions will be issued within 28 days of this
announcement.
Cautionary Announcement
There are currently disputes and uncertainties regarding the company`s
business and conduct of certain directors, which are now the subject of a
legal process. In addition, the disposal of the IFour shares is currently
being challenged by four of the six directors of Corwil, who may be seeking
recovery of such shares and/or compensation for losses incurred.
Accordingly, shareholders should exercise caution when dealing in their
securities until a further announcement is made.
Johannesburg
6 February 2008
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 06/02/2008 17:22:01 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.
