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VUN
VUN
VUN - Vunani - Financial Effects Of The Acquisition And Withdrawal Of The
Cautionary Announcement
VUNANI LIMITED
(formerly Vunani Capital Holdings (Pty) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
JSE code: VUN & ISIN: ZAE000110359
("Vunani" or "the Group")
FINANCIAL EFFECTS OF THE ACQUISITION OF A FURTHER 35% STAKE IN EDGE HOLDING
COMPANY (PROPRIETARY) LIMITED ("THE EDGE ACQUISITION") AND WITHDRAWAL OF THE
CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are referred to the announcement dated 10 June 2008 relating to the
acquisition of a further 35% interest in Edge thereby increasing Vunani`s
effective shareholding to 45% in Edge, which announcement did not contain the
financial effects of the Edge acquisition ("the transaction").
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The unaudited pro forma financial effects, for which the directors are
responsible, are provided for illustrative purposes only to show the effect of
the transaction on earnings, headline earnings, diluted earnings and diluted
headline earnings per share as if the transaction occurred on 1 January 2007 and
on net asset value and net tangible asset value per share as if the transaction
had occurred on 31 December 2007. Because of their nature, the unaudited pro
forma financial effects may not give a fair presentation of the Group`s
financial position and performance. The unaudited pro forma financial effects
have been compiled from the audited consolidated financial statements for the
year ended 31 December 2007 and are presented in a manner consistent with the
format and accounting policies adopted by Vunani and have been adjusted as
described in the notes below:
Audited Unaudited Change
Before the pro forma %
transaction After the
Notes transaction
Earnings per share 4 41.4 41.6 0.5
(cents)
Headline earnings per 28.2 0.7
share (cents) 4 28.0
Diluted earnings per 48.2 0.4
share (cents) 4 48.0
Diluted headline 32.6 0.3
earnings per share 4 32.5
(cents)
Net asset value per 67.5 -0.3
share (cents) 3&4 67.7
Net tangible asset 66.7 66.5 -0.3
value per share 3&4
(cents)
Weighted average 1 177 000 1 177 000 -
number of shares in
issue (000s)
Fully diluted 1 015 444 1 015 444 -
weighted average
number of shares in
issue (000s)
Shares in issue at 1 177 000 1 177 000 -
year end (000s)
Notes:
1. The "Audited Before the transaction" column reflects the audited results of
Vunani for the year ended 31 December 2007.
2. The "Unaudited pro forma After the transaction" column reflects what the
results would have been had the transaction been effective for the full
financial year.
3. Net asset and net tangible asset value calculations were completed assuming
the transaction was concluded at the balance sheet date of 31 December
2007.
4. The pro forma financial effects in the "Unaudited pro forma After the
transaction" column are based on the following assumptions:
- The purchase price of R96.25 million was paid on 1 January 2007, which
amount was financed by way of borrowings and internal funding
incurring interest at an effective rate of 13.56% per annum;
- the final payment of R43.75 million is subject to profit warranties;
- the total after tax profit attributable to Vunani in terms of the Edge
transaction is R9,4 million for the year ended 29 February 2008 based
on the audited financial statements for the year then ended;
- The transaction costs are estimated to be approximately R1.3 million
and have been capitalised as part of the purchase consideration.
WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
Pursuant to the release of the financial effects of the Edge acquisition, the
cautionary announcement is hereby withdrawn.
Johannesburg
23 June 2008
Designated Advisers
Merchant Sponsors (Proprietary) Limited
Vunani Corporate Finance
Date: 23/06/2008 17:50:05 Produced by the JSE SENS Department.
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