| Wed 19 Mar 2008, 17:06 | | SJL - S&J Land Holdings - Revised Offer For The Disposal Of The Assets Of The |
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SJL
SJL
SJL - S&J Land Holdings - Revised Offer For The Disposal Of The Assets Of The
Company And Withdrawal Of Cautionary Announcement
S&J Land Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000139/06)
Share code: SJL & ISIN: ZAE000009965
("S & J Land" or "the company")
REVISED OFFER FOR THE DISPOSAL OF THE ASSETS OF THE COMPANY AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are referred to the further cautionary announcement dated 1
February 2008 and advised that a revised offer has been received and accepted
by the board of directors of the company, subject to the conditions precedent
set out in the announcement regarding the transaction dated 30 November 2007.
2. Details of the revised offer
The consideration in respect of the disposal has been increased by an amount of
R1 195 000 from R56 805 000 (net of the dividend of R5 000 000 to be declared
by a subsidiary) to R58 000 000.
The consideration of R58 000 000 will be settled as follows:
2.1 R47 297 730.90 will be paid by way of the delivery of 20 126 694 ordinary
shares in the company in terms of a specific repurchase ("the specific
repurchase") of such shares from the Consortium ("the repurchased shares").
2.1.1 The repurchased shares will be valued at 235 cents per share and such
value will be discharged by way of set-off against the consideration.
2.1.2 The repurchased shares will b e cancelled and will revert to authorised
but unissued share capital in the company;
2.2 R10 702 269.10 will be paid by the Consortium in cash; and
2.3 all other terms and conditions of the disposal remain the same.
3. Financial effects of the disposal and the specific repurchase
The table below sets out the pro forma financial effects on S & J Land of the
disposal and the specific repurchase based on the published unaudited interim
financial statements of the company for the six months ended on 31 December
2007. These financial effects are the responsibility of the directors of the
company, are prepared for illustrative purposes only and, because of their
nature, may not fairly present the financial position, changes in equity,
results of operations or cash flows of the company after the disposal and the
specific repurchase.
Before the After the
disposal disposal Percentage
and the and the change
specific specific increase/
repurchase repurchase (decrease)
(cents)(1) (cents)
Earnings per share (4,41) 147,41(2) (100)
Headline earnings per share (4,41) (15,35)(2) (100)
Tangible net asset value per share 199,10 221,20(3) 11,10
Net asset value per share 199,10 221,20(3) 11,10
Number of shares in issue 26 300 000 6 173 306 (76.53)
Notes:
1. Information in the "Before" column has been extracted from the unaudited
interim results of S & J Land for the six months ended 31 December 2007.
2. The earnings per share and headline earnings per share in the "After"
column have been based on t he assumptions that the disposal and the specific
repurchase have been effective throughout the six months ended 31 December 2007
and that the cash portion of the consideration has been invested in an interest
bearing account earning 9% before tax for the six-month period.
3. The net asset value per share and tangible net asset value per share have
been based on the assumption that the disposal and the specific repuchase were
effective on 31 December 2007.
4. Costs and Secondary Tax on Companies associated with the transaction and
the specific repurchase totalling R2.2 million, have been included in the above
calculations.
4. The circular
The circular containing details of the disposal and the specific repurchase and
a notice convening a general meeting of the company will be posted to the
shareholders of S & J Land within 28 days of this announcement.
5. Withdrawal of cautionary announcement
The cautionary announcement dated 1 February 2008 is hereby withdrawn.
By order of the board
Johannesburg
19 March 2008
Corporate adviser and sponsor
ARCAY MOELA
Arcay Moela Sponsors (Proprietary) Limited
(Registration number (2006/033725/07)
Attorneys
FLUXMANS ATTORNEYS
Website: www.fluxmans.com
Fluxmans Inc. Registration No. 2000/024775/21
Auditors and reporting Accountants
ccf & associates
Charted Accountants (SA)
Independent professional expert
CHARLES ORBACH & COMPANY
Corporate Finance (Proprietary)
Limited assurance Provider
CHARLES ORBACH & COMPANY
Date: 19/03/2008 17:06:01 Produced by the JSE SENS Department.
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