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ESR
ESR
ESR - Esor - Specific Issue Of Shares For Cash
ESOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/000732/06)
JSE code: ESR
ISIN: ZAE000078408
("Esor" or "the company")
SPECIFIC ISSUE OF SHARES FOR CASH
1. INTRODUCTION
Shareholders are advised that Esor will issue 675 000 shares at 600 cents
per share to Vunani Corporate Finance or its nominee in settlement of
corporate advisory fees due ("cash issue") in respect of the acquisitions
by the company of Patula Construction (Pty) Limited and Shearwater Plant
Hire (Pty) Limited ("acquisitions"). The cash issue is in terms of the
exemption set out in paragraph 5.51(g) of the Listings Requirements of the
JSE Limited ("the JSE") as the number of securities to be issued is less
than 0.25% of the listed equity securities (less treasury shares) and will
be issued at a premium of 17.1% to the weighted average traded price
measured over the 30 business days prior to 9 July 2008 (ie the date on
which the price was agreed in writing).
2. FINANCIAL EFFECTS
The unaudited pro forma financial effects of the cash issue, for which the
directors are responsible, are provided for illustrative purposes only to
show the effect of the cash issue on earnings, diluted earnings and
headline earnings per share as if the cash issue had taken effect on 1
March 2008 and on net asset value and net tangible asset value per share as
if the cash issue had taken effect on 31 August 2008. Because of their
nature, the unaudited pro forma financial effects may not give a fair
presentation of the company`s financial position and performance. The
unaudited pro forma financial effects have been compiled from the unaudited
consolidated financial results for the six months ended 31 August 2008 and
are presented in a manner consistent with the format and accounting
policies adopted by the company and have been adjusted as described in the
notes below:
Pro
Unaudited forma
Before After
the cash the
issue cash Change
Note issue (%)
Basic earnings per 2 22.9 22.9 -
share (cents)
Diluted earnings per 2 22.7 22.6 (0.4)
share (cents)
Headline earnings per 2 23.0 22.9 (0.4)
share (cents)
Net asset value per 3 163.0 164.2 0.7
share (cents)
Net tangible asset 3
value per share (cents) 119.5 119.1 (0.3)
Weighted average number
of shares in issue 243 513 244
(`000) 188
Diluted weighted
average number of 246 525 247
shares in issue (`000) 200
Shares in issue at
period end (net of 244 007 244
treasury shares) (`000) 682
Notes:
1. The "Unaudited Before the cash issue" column reflects the unaudited
results of the company for the six months ended 31 August 2008.
2. Earnings, diluted earnings and headline earnings per share effects are
based on the following assumptions and information:
- the cash issue was effective on 1 March 2008;
- 675 000 shares were issued in terms of the cash issue;
- except for the additional shares issued the cash issue has no
other effect on earnings.
3. Net asset value and tangible net asset value per share effects are
based on - the following assumptions and information:
- the cash issue was effective on 31 August 2008;
- 675 000 shares were issued in terms of the cash issue;
- the corporate advisory fees amounting to R4 050 000 was
capitalised to the cost of the acquisitions;
- the total share capital will increase by R4 050 000 and the share
premium account will increase by R4 049 000; and
- no material costs relate to the cash issue.
3. LISTING OF THE NEW SHARES
Application will be made to the JSE for the listing of the new shares.
Johannesburg
28 November 2008
Designated Adviser
Exchange Sponsors
Transaction Adviser
Vunani Corporate Finance
Date: 28/11/2008 15:30:01 Produced by the JSE SENS Department.
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