| Wed 30 Jul 2008, 14:36 | | TDH - Tradehold Limited - Disposal of part of Tradehold`s shareholding in |
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TDH
TDH
TDH - Tradehold Limited - Disposal of part of Tradehold`s shareholding in
Instore PLC ("Instore")
TRADEHOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1970/009054/06)
Share code: TDH ISIN: ZAE000026902
("Tradehold")
DISPOSAL OF PART OF TRADEHOLD`S SHAREHOLDING IN INSTORE PLC ("INSTORE")
1. Introduction
Tradehold hereby advises that, through its wholly owned subsidiary Tradegro
Limited ("Tradegro"), it has decided to sell 46,5 million shares in Instore to
Seaham Investments Limited, a company incorporated in the United Kingdom
("Seaham") which represents 20,4% of the shares in Instore pursuant to a general
offer to all Instore shareholders which became unconditional at 14:00 on 29 July
2008.
The consideration receivable by Tradegro in terms of this transaction is ?2,325
million in cash and is equivalent to a price of 5 pence per Instore share ("the
transaction").
Seaham already held 30,6% of the issued ordinary shares in Instore prior to the
transaction. Tradegro has undertaken not to accept the offer in respect of the
balance of its shares in Instore and will therefore retain a 15% interest in
Instore.
Seaham and Tradegro ("the parties") have terminated the shareholders agreement
which provided for the votes attached to the parties` shares in Instore to be
exercised on a consensus basis.
2. Rationale
Seaham has expertise in retailing in the United Kingdom environment and its
association with Instore will provide further impetus toward the refocusing and
streamlining of the operations of Instore.
3. Application of the proceeds of the transaction
The proceeds will be added to Tradegro`s existing cash resources.
4. Conditions precedent
All the conditions precedent have been met and accordingly the transaction is
unconditional.
5. Pro forma 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 basic loss per share, headline loss per share, net asset
value per share and tangible net asset value per share of Tradehold for the
twelve months ended 29 February 2008, had the transaction occurred on 1 March
2007 for income statement purposes and on 29 February 2008 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 Tradehold for the twelve months ended 29 February 2008.
These unaudited pro forma financial effects have been disclosed in terms of the
Listings Requirements and, because of their nature, may not fairly present
Tradehold`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 Tradehold.
Pence per share Notes Before After Increase/ % change
(Decrease)
Basic loss 1 (4,0) (2,4) 1,6 40,0
Headline loss 1 (0,8) (0,1) 0,7 87,5
Net asset value 2 13,3 12,6 (0,7) (5,3)
Tangible net asset value 2 13,3 12,6 (0,7) (5,3)
Notes:
1. Assuming that the transaction had been effective for the full year ending
29 February 2008 and that the cash had earned a 5,6% average investment
rate.
2. Assuming that the transaction had been effective on 29 February 2008.
6. Categorisation of transaction
In terms of the Listings Requirements of the JSE Limited, the transaction
is deemed a category 2 transaction.
Cape Town
30 July 2008
Sponsor
Barnard Jacobs Mellet Corporate Finance (Pty) Ltd
Date: 30/07/2008 14:36:02 Produced by the JSE SENS Department.
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