| Tue 22 Jul 2008, 15:30 | | EXL - Excellerate - Revised financial effects announcement |
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EXL
EXL
EXL - Excellerate - Revised financial effects announcement
EXCELLERATE HOLDINGS LIMITED
(Registration number 1997/009884/06)
JSE Code: EXL & ISIN: ZAE000026092
(Incorporated in the Republic of South Africa)
("Excellerate" or "the Group")
REVISED FINANCIAL EFFECTS ANNOUNCEMENT
1. Introduction
Further to the acquisition announcement dated 30 June 2008 shareholders are
advised that Excellerate will continue with a transaction with the Venter
Familie Trust ("the seller") pursuant to which Excellerate will acquire the
following from the seller:
- 37,4% of the issued share capital in Vital Distribution Solutions
(Proprietary) Limited ("Vital Distribution");
- 50% of the issued share capital in Staffing Logistics (Proprietary)
Limited ("Staffing Logistics"); and
- 50% of the issued share capital in Vital Fleet (Proprietary) Limited
("Vital Fleet"),
(collectively "the transaction").
The Group, through consultation with the JSE Limited, has decided to use
the results of Vital Distribution, Staffing Logistics and Vital Fleet for
the periods of 12 months ended 28 February 2008 to calculate the pro forma
financial effects of the transaction on the basic and diluted earnings per
share ("EPS and DEPS"), basic and diluted headline earnings per share
("HEPS and DHEPS"), net asset value per share ("NAVPS") and tangible net
asset value per share ("TNAVPS") of Excellerate for the 12 months ended 31
December 2007.
The Directors of Excellerate are of the opinion that the provision of this
additional information will further clarify the financial effects of the
transaction on the Group`s results.
2. Revised Financial effects
The unaudited pro forma financial effects as set out below have been
prepared for illustrative purposes only to assist shareholders in assessing
the impact of the transaction on EPS, HEPS, DEPS, DHEPS, NAVPS and TNAVPS
of Excellerate for the 12 months ended 31 December 2007, had the
transaction occurred on 1 January 2007 for income statement purposes and on
31 December 2007 for balance sheet purposes.
The unaudited pro forma financial effects have been prepared using
accounting policies that comply with IFRS and that are consistent with
those applied in the audited results of Excellerate for the twelve months
ended 30 June 2007.
These unaudited pro forma financial effects have been disclosed in terms of
the Listings Requirements and, because of their nature, may not fairly
present Excellerate`s financial position, changes in equity, results of
operations or cash flows.
The unaudited pro forma financial effects are the responsibility of the
directors of Excellerate.
Unaudited Pro forma Change %
before after
transaction transaction
EPS (cents) 9.8 13.7 40.3
HEPS (cents) 9.7 13.7 40.9
DEPS (cents) 9.4 13.1 40.2
DHEPS (cents) 9.3 13.1 40.8
NAVPS (cents) 77.9 77.9 0.0
TNAVPS (cents) 52.6 46.4 (11.9)
Weighted average 214,900 214,900
number of shares
in issue (`000)
Diluted weighted 224,551 224,551
average number of
shares in issue
(`000)
Shares in issue 219,045 219,045
at year end
(`000)
Notes:
1. The EPS, HEPS, DEPS, DHEPS, NAVPS and TNAVPS as set out in the
"before" column of the table, are based on Excellerate`s unaudited
financial results for the twelve months ended 31 December 2007.
2. EPS, HEPS, DEPS and DHEPS effects are based on the following
assumptions and information:
a. except to the extent that surplus cash would have been available
within the Excellerate Group, the maximum purchase consideration
of R80,190,342 would have been financed through borrowings
bearing interest at prevailing interest rates;
b. costs incurred for this transaction are estimated at R1,975,000;
c. the total profit attributable to the 37,4% interest in Vital
Distribution, the 50% interest in Vital Fleet and the 50%
interest in Staffing Logistics acquired by Excellerate is based
on the audited effective date accounts of Vital Distribution,
Vital Fleet and Staffing Logistics as at 29 February 2008; and
d. The results of the transaction have been included on a
proportional consolidation basis.
3. No other changes
The shareholders are advised that, save as disclosed, there has been no
significant change affecting any matter contained in the acquisition
announcement dated 30 June 2008 and no other significant new matter has
arisen that would have been required to be mentioned in the acquisition
announcement if it had arisen at the time of the preparation of that
announcement.
4. Circular to shareholders
A circular, containing the revised pro forma financial effects of the
transaction, will be posted to shareholders in due course and will
incorporate a notice of general meeting to be held for purposes of
obtaining approval by shareholders.
Johannesburg
22 July 2008
Sponsor Reporting Attorneys
accountants`
BJM Corporate KPMG Inc. Werksmans
Finance
Date: 22/07/2008 15:30:05 Produced by the JSE SENS Department.
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