| Wed 25 Jun 2008, 11:19 | | ELI - Ellies Holdings Limited - Financial effects and withdrawal of cautionary |
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ELI
ELI
ELI - Ellies Holdings Limited - Financial effects and withdrawal of cautionary
announcement
Ellies Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2007/007084/06)
JSE code: ELI ISIN: ZAE000103081
("Ellies")
FINANCIAL EFFECTS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are referred to the announcements of 4 December and 14 December
2007 regarding the proposed acquisition by Ellies of the businesses conducted by
Megatron Federal (Pty) Ltd ("Megatron") and Reeflite (Pty) ("Reeflite") Ltd
respectively.
Shareholders are advised that all conditions precedent to the acquisition of
Megatron have been fulfilled.
Set out below are the pro forma financial effects of the acquisition of
Megatron.
PRO FORMA FINANCIAL EFFECTS
The pro forma financial information set out below has been prepared for
illustrative purposes only, to provide information on how the transaction may
have impacted on the historical results and financial position of the company.
Because of its nature, the pro forma financial information may not give a fair
reflection of the company`s financial position after the transaction, or the
effect of the transaction on the company`s future earnings. The calculation of
the pro forma financial information is the responsibility of the directors.
The pro forma financial effects are presented for two scenarios:
scenario 1: based on the minimum purchase consideration payable, being R48 750
000; and
scenario 2: based on the maximum purchase consideration payable, being R180 188
796.
PRO FORMA FINANCIAL EFFECTS
Before After the transaction
the
transacti
on
Scenario 1: % change Scenario 2: % change
(cents) (cents) (cents)
Basic earnings 25.55 26.02 1.9% -* -*
per share (EPS)
Headline earnings 25.51 25.95 1.7% -* -*
per share (HEPS)
Net asset value 96.26 101.41 5.3% 109.18 13.4%
per share (NAV)
Net tangible 76.08 65.35 (14.1)% 26.69 (64.9)%
asset value per
share (NTAV)
Number of 233,526 245,713 266,745
ordinary shares
in issue (`000)
Weighted average 191,395 203,582 224,614
number of
ordinary shares
in issue (`000)
* The pro forma effect of the maximum purchase consideration payable on EPS and
HEPS has not been presented for scenario 2 since it is conditional upon a future
event. The maximum purchase consideration of R180 188 796, which will be settled
by the issue of 33 219 398 ordinary shares in Ellies and payment of R113 750 000
in cash, is only payable if Megatron achieves a warranted net profit after tax
for the year ended 28 February 2009 of R25 000 000.
Notes:
1 The pro forma financial information is based on the reviewed published
results of Ellies for the twelve months ended 29 February 2008 and on the
unaudited management accounts of Megatron for the twelve months ended 29
February 2008.
2 The EPS, HEPS, NAV and NTAV per share after the proposed transaction are
based on the following assumptions:
2.1 in the case of EPS, HEPS, that the transaction was completed on 1 March
2007 and, in the case of NAV and NTAV per share that the transaction was
completed on 29 February 2008.
2.2 in respect of scenario 1:
2.2.1 the minimum purchase consideration payable of R48 750 000 is paid,
settled by the issue to Megatron of 12 187 500 ordinary shares in
Ellies and the payment in cash to Megatron of R24 375 000;
2.2.2 the cash portion is settled by the raising of a loan of R24 375 000;
2.2.3 the loan bears interest at 15% per annum;
taxation is provided at 28%;
2.2.5 no contingent liability for the potential increased purchase price has
been recognised;
2.2.6 there are 245 713 589 ordinary Ellies shares and 203 582 539 weighted
average shares in issue.
2.3 in respect of scenario 2:
2.3.1 the maximum purchase consideration payable of R180 188 796 is paid,
settled by the issue to Megatron of 33 219 398 ordinary shares in
Ellies and the payment in cash to Megatron of R113 750 000;
2.3.2 the cash portion is settled by the raising of a loan of R113 750 000;
2.3.3 the loan bears interest at 15% per annum;
2.3.4 there are 266 745 487 ordinary Ellies shares and 224 614 437 weighted
average shares in issue
REEFLITE
As set out in the announcement dated 14 December 2007, the acquisition of
Reeflite was conditional upon the satisfactory outcome of a due diligence
investigation being conducted by Ellies. Shareholders are advised that pursuant
to the conclusion of the due diligence investigation Ellies has decided not to
proceed with the acquisition of Reeflite.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that caution is no longer required to be exercised when
dealing in their Ellies shares.
25 June 2008
Designated Advisor
Java Capital (Proprietary) Limited
Date: 25/06/2008 11:19:01 Produced by the JSE SENS Department.
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