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CRM
CRM
CRM - Ceramic - Salient Dates In Terms Of Proposed Black Economic Empowerment
Transactions
CERAMIC INDUSTRIES LIMITED
Registration number 1982/008520/06
Incorporated in the Republic of South Africa
Share Code: CRM ISIN: ZAE000008538
("Ceramic")
SALIENT DATES IN TERMS OF PROPOSED BLACK ECONOMIC EMPOWERMENT TRANSACTIONS
1. Introduction
Shareholders are referred to the announcement dated 10 June 2008 which set
out details of the proposed Black Economic Empowerment transactions
comprising two major initiatives, the empowerment of clay quarries of
Ceramic and its subsidiaries ("the quarry transaction") and the issue of 2
029 285 Ceramic Industries ordinary shares to selected BEE partners ("the
BEE transaction") (collectively "the proposed BEE transactions") and are
advised that the circular to shareholders setting out the terms and
conditions of the proposed BEE transactions, will be posted today.
The circular will include the notice of the general meeting containing all
the special and ordinary resolutions required for shareholders to approve
the BEE transaction.
2. Revised unaudited pro forma financial effects of the proposed BEE
transactions
The table below sets out the unaudited pro forma financial effects of the
proposed BEE transactions.
The principles underlying the pro forma accounting treatment are in
compliance with IFRS applied by Ceramic during the financial year ended 31
July 2008.
The unaudited pro forma financial effects are presented for illustrative
purposes only and because of their nature may not give a fair reflection of
Ceramic results, financial position and changes in equity after the BEE
transaction and quarry transaction.
It has been assumed for the purposes of the pro forma financial effects
that the BEE transaction and quarry transaction took place with effect from
1 August 2007 for income statement purposes and 31 July 2008 for balance
sheet purposes.
The directors are responsible for the preparation of the unaudited pro
forma financial effects.
Before the After the
proposed BEE After the After the proposed BEE
transactions BEE quarry transactions Percentage
1 transaction transaction change (%)
Earnings 1055,2 796,4 2 1010,2 4 751,4 6 (29)
per share
(cents)
Headline 797,2 2 1011,0 4 752,2 6 (29)
earnings 1056,0
per share
(cents)
Diluted
earnings 1055,2 796,4 2 1010,2 4 751,4 6 (29)
per share
(cents)
Diluted
headline 1056,0 797,2 2 1011,0 4 752,2 6 (29)
earnings
per share
(cents)
Net asset
value per 6 758,0 6 758,0 6 758,0 6 758,0 -
share
(cents)
Net
tangible 6 731.1 6 731.1 6 731.1 6 731.1 -
asset
value per
share
(cents)
Number of
shares in 17 203 17 203 3 17 203 5 17 203 -
issue
(millions)
Weighted
average
number of 17 206 17 206 3 17 206 5 17 206 -
shares in
issue
(millions)
Notes:
1. The "Before" financial information is based on Ceramic`s published
audited results for the year ended 31 July 2008.
2. The "After BEE transaction" earnings, headline earnings, diluted
earnings and diluted headline earnings per share have been adjusted
for IFRS 2 - Share based payments charge of R44.534 million in respect
of the issue of Ceramic shares to the BEE partners.
3. In terms of IAS 33 - Earnings per share Para 52, the issue of shares
to the BEE partners results in no adjustment to the number of shares
in issue or the weighted average number of shares in issue.
4. The "After the quarry transaction" earnings, headline earnings,
diluted earnings and diluted headline earnings per share have been
adjusted for IFRS 2 - Share based payments charge of R7.75 million in
respect of the quarry transaction.
5. In terms of IFRS 3, paragraph 17 - Business combinations, the shares
issued in terms of the quarry transaction are treated as treasury
shares and therefore have no effect on the number of shares in issue
or the weighted average number of shares in issue. The treasury shares
are dealt with in terms of IAS 32, paragraph 33 - Financial
Instruments: Disclosures.
6. The "After the BEE proposed BEE transactions" earnings, headline
earnings, diluted earnings and diluted headline earnings per share
have been adjusted for both the aforesaid transactions.
7. None of the above adjustments are expected to have a continuing effect
on Ceramic.
3. Salient dates and times
Shareholders are advised of the following salient dates and times in terms
of the BEE transaction:
2008
Circular and notice of general meeting Wednesday, 19 November
posted to shareholders on
Last day to lodge form of proxy for the Wednesday, 10 December
general meeting by 09h30 on
General meeting to be held at Farm 2, Old Thursday, 11 December
Potchefstroom Road, Vereeniging at 09h30
on
Results of the general meeting released on Thursday, 11 December
SENS on
Results of the general meeting published Friday, 12 December
in the press on
Notes:
1. Any change to the above dates and times will be released on SENS and
published in the press.
2. All times given are South African local times.
Vereeniging
19 November 2008
Sponsor Legal Advisor Financial
Advisor
BJM Corporate Edward Nathan Morgan Stanley
Finance Sonnenbergs
Reporting
Accountants and
Auditors
KPMG Inc.
Date: 19/11/2008 15:31:02 Produced by the JSE SENS Department.
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