| Thu 12 Jun 2008, 11:37 | | SQE - Square One Solutions Group Limited - Withdrawal of cautionary |
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SQE
SQE
SQE - Square One Solutions Group Limited - Withdrawal of cautionary
SQUARE ONE SOLUTIONS GROUP LIMITED
(Incorporated in the Republic if South Africa)
Registration number 1999/026822/06
Share Code : SQE ISIN : ZAE00023768
("Square One" or "the company")
WITHDRAWAL OF CAUTIONARY
Introduction
Shareholders are referred to the detailed cautionary announcement released on
SENS on 28 February 2008 in which shareholders were advised that Square One
has entered into an agreement with Structured Infrastructure Solutions (Pty)
Ltd ("SIS") formerly (H Investments 4 (Pty)Limited ("HI4") )to acquire the
entire issued share capital of SIS("the transaction"). The purchase
consideration is R12,535,000 to be settled by way of issue of 10 900 000 (25%
of the shares in issue after the issue) new Square One shares to the
individual shareholders of SIS, at an issue price of 115 cents per share as
consideration for the shares in SIS.
The transaction is classified as a related party transaction in terms of
Section 10 of the JSE Listing Requirements as Proudafrique Trading 66 (Pty)
Limited a material shareholder in Square One is a also a material shareholder
in SIS.
Financial Information
The financial effects of the acquisition on Square One`s earnings, headline
earnings, net asset value and tangible net asset value per share are set out
below. This information has been prepared for illustrative purposes only and
because of its nature, may not fairly present Square One`s financial position,
or give a fair reflection of the effect of the acquisition on a Square One
shareholder. The financial information has not been reviewed or reported on by
the reporting accountants and is the responsibility of the directors.
Before the After the Change % change
acquisition acquisition
Earnings per share (cents) 15.6 10.6 (5.0) (32%)
Fully diluted earnings per 15.6 10.6 (5.0) (32%)
share (cents)
Headline earnings per share 14.5 9.8 (4.7) (33%)
(cents)
Fully diluted headline 14.5 9.8 (4.7) (33%)
earnings per
share (cents)
Net asset value per share 111.9 110.7 (1.2) (1%)
(cents)
Tangible net asset value 21.2 31.5 10.3 49%
per share (cents)
Number of shares in issue 33,494,000 44,394,000 10,900,000 32%
Weighted shares in issue 34,325,000 44,394,000
Diluted shares in issue 34,325,000 44,394,000
1 The figures in the "before" column are extracted from the audited
financial results of Square One Solutions Group Limited for the year
ended 31 December 2007.
2 The figures used for the acquisition transaction are based on reviewed
management for the period from 1 July 2007 to 31 October 2007.
3 The "after" columns assume that the transactions occurred on 1 January
2007 for earnings purposes (pro forma consolidated Income Statement) and
on 31 December 2007 for NAV purposes (pro forma consolidated Balance
Sheet).
4 Transaction costs amounting to R453,000.00 have been included in the
above pro forma information.
Documentation
A circular including a fairness opinion by an independent expert and revised
listing particulars will be sent to shareholders in due course giving full
detail of the transaction and incorporating a notice convening a general
meeting.
Withdrawal of Cautionary
With reference to the above financial information Square One shareholders are
informed that they need no longer exercise caution when dealing in the shares
of Square One.
On behalf of the board
Exchange Sponsors
12 June 2008
Date: 12/06/2008 11:37:01 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.
