| Thu 18 Dec 2008, 17:09 | | POY - Poynting - Acquisition By Poynting Of Certain Assets And Liabilities Of A |
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POY
POY
POY - Poynting - Acquisition By Poynting Of Certain Assets And Liabilities Of A
Division Of SAAB Grintek Defence (Pty) Ltd And Withdrawal Of Cautionary
Announcement
POYNTING HOLDINGS LIMITED
(Formerly Poynting Innovations (Proprietary) Limited)
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: POY ISIN: ZAE000121299
("Poynting" or "the company")
ACQUISITION BY POYNTING OF CERTAIN ASSETS AND LIABILITIES OF A DIVISION OF SAAB
GRINTEK DEFENCE (PROPRIETARY) LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the cautionary announcements released on SENS on 29 September
2008 and 11 November 2008, shareholders are advised that Poynting has
acquired from Saab Grintek Defence (Proprietary) Limited ("Grintek")
certain assets and liabilities of a division ("the division") of Grintek
("the acquisition").
2. THE ACQUISITION
2.1 Nature of Grintek business
The division operates in the development, manufacture and sale of
antennas and radio frequency distribution equipment for commercial and
telecommunication applications, the majority of which is used at
cellular base stations. The equipment includes antennas, cables,
diplexers, amplifiers and couplers supplied to Network operators and
their sub-contractors in Africa.
2.2 The rationale for the acquisition
Poynting designs, manufactures and supplies products to the
telecommunications and military defence industry, both within South
Africa and internationally. The company supplies equipment to
customers of Cellular networks but currently does not supply base
station equipment. The acquisition will facilitate Poynting`s entry
into the base station infrastructure segment of the cellular market
and provide synergies in terms of customer base and product range.
Furthermore, since the division was no longer of strategic interest to
Grintek, the terms of the acquisition were favourable to Poynting.
2.3 Purchase consideration
The purchase consideration, being R2 870 000, was settled in cash on
the fifth business day following the fulfilment of the conditions
precedent from the capital raised on the listing of Poynting on the
Alternate Exchange ("AltX") of the JSE Limited ("JSE") in July 2008.
2.4 Conditions precedent and effective date
All the conditions precedent to the acquisition have been fulfilled
and the effective date of the acquisition is 15 October 2008.
3. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTIONS
The table below sets out the unaudited pro forma financial effects of the
acquisition on Poynting`s earnings per share, headline earnings per share,
net asset value per share and tangible net asset value per share.
The unaudited pro forma financial effects have been prepared to illustrate
the impact of the acquisition on the reported audited results of Poynting
for the year ended 30 June 2008, had the acquisition occurred on 1 July
2007 for income statement purposes and on 30 June 2008 for balance sheet
purposes.
The unaudited pro forma financial effects have been prepared using
accounting policies that comply with International Financial Reporting
Standards and that are consistent with those applied in the audited results
of Poynting for the year ended 30 June 2008.
The unaudited pro forma financial effects, which are the responsibility of
the directors, are provided for illustrative purposes only and, because of
their pro forma nature may not fairly present Poynting`s financial
position, changes in equity, results of operations or cash flow.
Before After Percent
the the age
acquisit acquisi change
ion tion (%)
Basic earnings per share (cents) 21.38 21.38 -
Headline earnings per share 22.15 22.15 -
(cents)
Net asset value per share (cents) 20.82 20.82 -
Tangible net asset value per share 4.60 1.97 (57.2)
(cents)
Weighted average number of shares 27 262 27 262
in issue (`000)
Notes:
1. The amounts in the "Before the acquisition" column have been extracted
from the audited results of Poynting for the year ended 30 June 2008.
2. The amounts in the "After the acquisition" column reflect the
financial effects of the acquisition on Poynting.
3. The effects on basic earnings per share and headline earnings per
share are calculated based on the assumption that the acquisition was
effected on 1 July 2007.
4. The effects on net asset value per share and tangible net asset value
per share are calculated based on the assumption that the acquisition
was effected on 30 June 2008.
4. CLASSIFICATION OF THE ACQUISITION
The acquisition is classified as a Category 2 transaction in terms of the
Listings Requirements of the JSE.
5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The cautionary announcement is accordingly withdrawn and caution is no
longer required to be exercised by shareholders when dealing in the
company`s securities.
18 December 2008
Designated Adviser
Merchantec (Proprietary) Limited
Auditors and reporting accountants
KPMG Inc.
Date: 18/12/2008 17:09:20 Produced by the JSE SENS Department.
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