| Mon 11 Aug 2008, 17:42 | | ASR - Assore - Proposed specific share purchases |
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ASR
ASR
ASR - Assore - Proposed specific share purchases
Assore Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/037394/06)
Share code: ASR & ISIN: ZAE000017117
("Assore")
PROPOSED SPECIFIC SHARE PURCHASES
1. INTRODUCTION
Assore shareholders are referred to the announcement dated 25 June 2008 in
which they were advised that Assore had entered into an arrangement with
The Standard Bank of South Africa Limited ("Standard Bank"), in terms of
which Standard Bank:
- has purchased 10.47% of Assore`s issued ordinary share capital
("Assore`s shares") from Old Mutual Life Assurance Company (South
Africa) Limited ("Old Mutual") at R760 per share, amounting to
approximately R2.23 billion in aggregate ("the consideration");
- is warehousing such Assore shares acquired from Old Mutual on Assore`s
behalf; and
- shall subsequently sell such Assore shares to the Assore group at an
aggregate purchase price equal to the consideration ("the purchase
from Standard Bank").
In terms of the purchase from Standard Bank, 1.00% of Assore`s shares is to
be repurchased by Assore and cancelled as issued shares, with the balance
of 9.47% of Assore`s shares to be purchased by Main Street 460
(Proprietary) Limited, a wholly-owned subsidiary of Assore ("Assore SubCo")
and held as treasury shares.
In addition to the 1.00% of Assore`s shares to be repurchased and cancelled
by Assore in terms of the purchase from Standard Bank, Assore announced
that it intends to repurchase and cancel an additional 0.53% of Assore`s
shares from Assore SubCo, which Assore shares are currently held by Assore
SubCo as treasury shares ("the Assore SubCo repurchase").
2. CHANGE IN DATE OF GENERAL MEETING AND CIRCULAR
Shareholders are advised that the date of the general meeting of Assore
shareholders to approve the resolutions relating to the purchase from
Standard Bank and the Assore SubCo repurchase will be held at 10:00 on
Thursday, 4 September 2008 at Assore House, 15 Fricker Road, Illovo
Boulevard, Johannesburg ("the general meeting"). The necessary resolutions
authorising the purchase from Standard Bank and the Assore SubCo repurchase
will be proposed to Assore shareholders for consideration at the general
meeting.
The circular providing additional information on the proposed purchase from
Standard Bank and the Assore SubCo repurchase, and containing, inter alia,
a notice of general meeting and a form of proxy, will be posted to Assore
shareholders on or about Tuesday, 12 August 2008.
3. REVISED PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma financial effects which were included in the
announcement dated 25 June 2008 have been revised and are set out below.
The changes to the pro forma financial effects are not material. The
unaudited pro forma financial effects are the responsibility of the Board
of Directors of Assore and have been prepared to assist Assore shareholders
in retrospectively assessing the impact of the purchase from Standard Bank,
the cancellation of 1.00% of Assore shares and the Assore SubCo repurchase
on the earnings per share ("EPS"), headline EPS ("HEPS"), net asset value
("NAV") and tangible NAV ("TNAV") per share of Assore, for the six months
ended 31 December 2007. The pro forma financial effects are presented for
illustrative purposes only and may not fairly present Assore`s financial
position, or the results of its operations after the abovementioned
transactions.
Consolidated Pro forma Unaudited Percentage
total for the adjustments pro forma decrease
6 months after the
ended 31 repurchase
December 2007
(per interim
report)
EPS (cents) 2,485 446 1,904 (23.4)
HEPS (cents) 2,413 454 1,829 (24.2)
NAV per share 146 79 67 (54.0)
(cents)
TNAV per share 144 77 67 (53.5)
(cents)
Ordinary shares 28,000 428 27,572 (1.5)
in issue (`000)
Weighted average 27,000 1,284 25,716 (4.8)
number of
ordinary shares
in issue (`000)
Notes and assumptions:
The calculation of the financial effects is based on the following
assumptions:
For the EPS and HEPS calculations:
1. The warehousing agreement with Standard Bank was entered into on 1
July 2007 and closed on 15 September 2007. The preference shares were
issued to Standard Bank on 15 September 2007.
2. The purchase from Standard Bank and the Assore SubCo repurchase were
effected on 15 September 2007. A Secondary Tax on Companies ("STC")
charge was levied at 12.5% on the share cancellations which was offset
by unutilised STC credits of R20.1 million resulting in a net charge
of R10.8 million.
3. JIBAR used to calculate the warehousing interest cost was based on the
actual rates over the period 1 July 2007 to 31 December 2007. Costs
associated with the warehousing agreement amounted to R18.7 million
and the finance costs for the period 1 July 2007 to 15 September 2007
amounted to R57.3 million.
4. The prime rate used to calculate the preference share dividends was
based on the actual rates over the period 1 July 2007 to 31 December
2007. An STC charge was levied at 10% on the accrued preference
dividend. Costs associated with the issue of the preference shares
amounted to R8.2 million and an accrual of the preference dividend for
the period 15 September 2007 to 31 December 2007 amounted to R72.0
million.
5. Transaction costs of R5 million are expected to be incurred in
implementing the purchase from Standard Bank and the Assore SubCo
repurchase.
6. The prime linked rate used to calculate the effects on the reduction
in the cash holding was based on the actual prime rates over the
period 1 July 2007 to 31 December 2007.
7. The number of ordinary shares in issue before and after the purchase
from Standard Bank and Assore SubCo repurchase was 28.0 million and
27.6 million, respectively.
8. The weighted average number of ordinary shares in issue before and
after the purchase from Standard Bank and Assore SubCo repurchase used
to calculate the EPS and HEPS were 27.0 million and 25.7 million,
respectively.
For the NAV per share and TNAV per share calculation:
1. The issue of preference shares, the purchase from Standard Bank and
the Assore SubCo repurchase were effected on 31 December 2007.
2. Upfront costs associated with the warehousing agreement amounted to
R18.7 million. Costs associated with the issue of the preference
shares amounted to R8.2 million. Transaction costs of R5 million are
expected to be incurred in implementing the purchase from Standard
Bank and the Assore SubCo repurchase.
3. The number of ordinary shares used to calculate the NAV per share and
TNAV per share before and after the purchase from Standard Bank and
the Assore SubCo repurchase was 26.9 million and 24.0 million
respectively.
4. REVISED IMPORTANT DATES AND TIMES
The revised expected dates and times in relation to the purchase from
Standard Bank and the Assore SubCo repurchase are set out below:
2008
Posting of the circular to Assore shareholders on Tuesday, 12 August
or about
Assore`s final results for the year to 30 June Monday, 1 September
2008, to be released on or about
Last day for receipt of forms of proxy for the Tuesday, 2 September
general meeting by 10:00 on
General meeting of Assore shareholders to be held Thursday, 4 September
at 10:00 at Assore House, 15 Fricker Road, Illovo
Boulevard, Johannesburg on
Announcement of the results of the general meeting Thursday, 4 September
released on SENS on
Announcement of the results of the general meeting Friday, 5 September
published in the press on
Special resolutions lodged with the Registrar of Friday, 5 September
Companies on or about
Anticipated implementation of the purchase from Monday, 15 September
Standard Bank and the Assore SubCo repurchase on or
about
Anticipated date of cancellation of repurchased Monday, 15 September
Assore shares on or about
Notes:
1. The abovementioned dates and times are South African dates and times
and are subject to change. Any such change will be released on SENS
and published in the press.
2. If the general meeting is adjourned or postponed, forms of proxy must
be received by no later than 48 hours prior to the time of the
adjourned or postponed general meeting, provided that, for the purpose
of calculating the latest time by which forms of proxy must be
received, Saturdays, Sundays and South African public holidays will be
excluded.
Illovo
Johannesburg
11 August 2008
Investment bank and sponsor to Assore
Standard Bank
Attorneys to Assore
Webber Wentzel
Independent transaction sponsor
KPMG Services
Reporting accountant and auditors to Assore
Ernst & Young Inc.
Date: 11/08/2008 17:42:12 Produced by the JSE SENS Department.
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