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Johnnic Communications Limited - Acquisition of linked
shares in M-Net and Supersport
Johnnic Communications Limited
Registered in the Republic of South Africa
(Registration number 1889/000352/06)
Share code: JCM ISIN: ZAE000024584
("Johncom")
Acquisition of linked shares in Electronic Media Network
Limited ("M-Net") and SuperSport International Holdings
Limited ("SuperSport")
Introduction
Johncom held an effective 26,03% of the linked shares in
M-Net/SuperSport prior to the delisting of M-Net and
SuperSport by way of schemes of arrangement between
Naspers Limited ("Naspers") and the minority shareholders
of M-Net/SuperSport ("the schemes").
Pursuant to the schemes, Naspers granted an option to
Johncom to acquire up to 39,1% of all M-Net/SuperSport
linked shares acquired by Naspers at a cash offer price
of R8,50 per linked share ("the option").
The acquisition
Johncom has exercised the option and has acquired 33 686
280 M-Net/SuperSport linked shares for a cash
consideration of R287 million, with effect from 15 April
2004 ("the acquisition"). Pursuant to the acquisition,
Johncom now holds an effective 38,56% of the linked M-
Net/SuperSport shares.
Financial effects
The pro forma effects of the acquisition on headline
earnings, attributable earnings and net asset value per
ordinary share for the six months ended 30 September 2003
are set out below. This pro forma financial information
has been prepared for illustrative purposes only and
because of its nature may not give a true picture of
Johncom"s financial position and results of operations,
nor the effect and impact of the acquisition on Johncom
going forward. In particular, the financial performance
of M-Net and SuperSport were affected during this period
by the strengthening Rand and the adoption of AC133
Financial Instruments: Recognition and Measurement
("AC133").
Reviewed
Cents per Interim results After the Change %
ordinary share as at acquisition
Note 30 September 2003
Headline
earnings 2 & 3 14 7 (50)
Attributable
earnings 2 & 3 68 61 (10)
Net asset
value 4 1 466 1 199 (18)
Notes:
The pro forma financial effects "after the acquisition"
are calculated on Johncom"s reviewed results for the six
months ended 30 September 2003, on the following basis:
1. The accounting policies employed by Johncom for the
six months ended
30 September 2003 have been consistently applied in these
calculations.
2. For the purposes of calculating the earnings and
headline earnings related figures, it was assumed that
the acquisition was made on 1 April 2003.
3. The acquisition was financed partly by excess cash on
hand and partly out of borrowings. It is assumed that
interest was earned on excess cash at a before tax rate
of 7% per annum and that the cost of borrowings would
have been 11,5%.
4. For the purpose of calculating the net asset value per
Johncom share at 30 September 2003, it is assumed that
the acquisition was made on 30 September 2003, and
incorporates the additional stake in the equity accounted
investment of M-Net/SuperSport at this date.
5. All the calculations have been based on a total number
of ordinary shares in issue at 30 September 2003 of 104
189 314.
Johannesburg
21 April 2004
Sponsor
Nedbank Capital
Date: 21/04/2004 01:05:34 PM Produced by the JSE SENS Department
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