| Thu 10 Apr 2008, 15:17 | | CFO - Country Foods - pro forma financial effects |
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CFO
CFO
CFO - Country Foods - pro forma financial effects relating to the
Acquisition of "the mediterranean" and withdrawal of cautionary announcement
COUNTRY FOODS LIMITED
(formerly Africa`s Best 346 Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2005/018743/06)
(JSE code: CFO ISIN: ZAE000105052)
("Country Foods" or "the company")
PRO FORMA FINANCIAL EFFECTS RELATING TO THE ACQUISITION OF "THE MEDITERRANEAN"
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the announcement dated 27 March 2008 in which it
was advised that Country Foods had acquired a 70% stake in its newly formed
subsidiary Pavati Trading 83 (Pty) Limited ("Pavati"), which subsidiary in turn,
wholly owns the newly formed subsidiaries, Central Lake Trading 360 (Pty)
Limited ("Central Lake") and City Square Trading 984 (Pty) Limited ("City
Square").
The Pavati and Central Lake subsidiaries, had entered into agreements with
Mediterranean Fish Centre (Pty) Limited ("Mediterranean Fish Centre") and The
Mediterranean Fourways Mall (Pty) Limited ("the sellers") in terms of which
Country Foods acquired the businesses of the sellers as going concerns,
(including certain assets and liabilities) ("the Businesses"), with effect from
1 March 2008, and subject to the fulfilment of certain conditions precedent.
Country Foods had furthermore, through its City Square subsidiary, entered into
an agreement with Kenwyn Properties (Pty) Limited ("Kenwyn Properties") to
acquire the rental enterprise consisting of the property leased to Mediterranean
Fish Centre, as a going concern (collectively "the Acquisitions" or "The
Mediterranean").
2. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITIONS
The unaudited pro forma financial effects set out below are provided for
illustrative purposes only to assist the shareholders of Country Foods to assess
the impact of the Acquisitions on the earnings per share ("EPS"), headline
earnings per share ("HEPS"), net asset value per share ("NAVPS") and net
tangible asset value per share ("NTAVPS") of Country Foods. These unaudited pro
forma financial effects have been disclosed in terms of the JSE Listings
Requirements and because of their nature may not give a fair presentation of the
Country Foods`s results and financial position after the Acquisitions. The
unaudited pro forma financial effects are the responsibility of the directors of
Country Foods and are presented in a manner consistent with the accounting
policies adopted by Country Foods.
Before After Change
NAVPS(cents) 99.4 95.9 -3.5%
NTAVPS (cents) 57.9 54.4 -6.0%
Shares in issue at period 126,455 126,455
end (000)
Notes:
1. The pro forma effect on EPS and HEPS is insignificant (less than 3%).
2. The NAVPS and NTAVPS, as set out in the "Before" column, are extracted from
Country Foods` audited results for the year ended 30 September 2007 as
released on SENS on 10 December 2007.
3. NAVPS and TNAVPS effects are based on the following assumptions and
information:
- the transaction was effective 30 September 2007 on which date the
purchase price of R1 was paid;
- net liabilities of R4.450 million were assumed based on the actual
take-on balances;
- transaction costs were insignificant; and
- Goodwill of R4.45m arose as a result of the Acquisitions.
3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement released on SENS on 27
March 2008 and are advised that caution is no longer required when dealing in
the company`s securities.
Johannesburg
10 April 2008
Designated adviser
Vunani Corporate Finance
Date: 10/04/2008 15:17:50 Produced by the JSE SENS Department.
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