| Fri 22 Aug 2008, 12:49 | | QHL - Queensgate - Update On The Acquisition Upda |
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QHL
QHL
QHL - Queensgate - Update On The Acquisition, Updated Pro Forma Financial
Effects, Transfer To ALTx, Withdrawal Of Cautionary And Notice Of
General Meeting
QUEENSGATE HOTELS AND LEISURE LIMITED
(Formerly Cyberhost Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/013649/06)
Share code: QHL & ISIN code: ZAE000113718
(`Queensgate` or `the Company`)
UPDATE ON THE ACQUISITION OF 100% OF QUEENSGATE LEISURE HOLDINGS (PROPRIETARY)
LIMITED ("Queensgate Leisure") FROM QUEENSGATE HOLDINGS (PROPRIETARY) LIMITED
("QH") AND MVELAPHANDA GROUP LIMITED ("Mvelaphanda") ("the acquisition"),
UPDATED PRO FORMA FINANCIAL EFFECTS, TRANSFER TO ALTX, WITHDRAWAL OF CAUTIONARY
AND NOTICE OF GENERAL MEETING
1. Introduction
Shareholders were advised on SENS on 25 February 2008 that the Company had
negotiated the conclusion of an agreement dated 21 February 2008, in terms
of which Queensgate will acquire 100% of the issued share capital and
shareholders loans in Queensgate Leisure from QH and Mvelaphanda for the
purchase consideration of R219 545 921, which is to be settled by the issue
of 731 819 736 new ordinary shares in Queensgate at 30 cents per share,
which shares will be issued on approval of the acquisition at the general
meeting, as detailed below, and fulfilment of the normal terms and
conditions usual for a transaction of the nature contemplated. As detailed
in the said announcement, QH is a related party to Queensgate, as it is the
controlling shareholder in Queensgate and the board of directors of
Queensgate and QH has certain common directors, namely Messrs AJ Hubbard
and HGB Friedrichsen. In accordance with JSE Listings Requirements, the
transaction required a fairness opinion from an independent professional
expert.
2. Updated pro forma effects
The table below summarises the updated pro forma financial effects of the
acquisition on the unaudited results of Queensgate as published for the six
months ended 29 February 2008. The unaudited financial statements and pro
forma income statement and balance sheet have been prepared in terms of
accounting policies that comply with IFRS. The financial effects on the
earnings per share have been based on the value as if the acquisition had
been in place for the six months ended 29 February 2008. The financial
effects on the net asset value have been based on the value as though the
acquisition occurred as at 29 February 2008.
The pro forma financial effects are the responsibility of the directors,
have been prepared for illustrative purposes only and, due to their nature,
may not give a fair reflection of the balance sheet, statement of changes
in equity, results of operations or cash flows of Queensgate after the
acquisition has been implemented.
Before After % change
Earnings per share 0.18 0.56 205%
(cents)
Headline earnings per 0.18 0.56 205%
share (cents)
Net asset value per 4.13 19.50 372%
share (cents)
Net tangible asset 1.10 1.80 63%
value per share (cents)
Number of shares in 500 000 000 1 231 819 146%
issue 736
Weighted number of 500 000 000 1 231 819 146%
shares 736
3. Conditions Precedent
The acquisition remains subject to the requisite majority of Queensgate
shareholders at the general meeting approving the requisite resolutions
required to implement the acquisition.
4. Transfer to the AltX
The AltX Advisory Committee has approved the transfer of the Company from
the Venture Capital Market to the AltX, which transfer is expected to take
place on Friday, 12 September 2008.
5. Documentation
A circular setting out the full details of the acquisition, including the
fairness report referred to above, will be posted to shareholders
imminently.
6. Withdrawal of Cautionary Announcement
Following the publication of this announcement, the cautionary announcement
has been withdrawn and shareholders need no longer exercise caution when
dealing in the Company`s securities.
7. Notice of General Meeting
Shareholders are advised that a general meeting to approve the acquisition
will be held at 14h00 on Wednesday, 10 September 2008 at Arcay House II,
Number 3 Anerley Road, Parktown, Johannesburg for the purpose of approving
the resolutions required to implement the acquisition as set out in the
notice of general meeting attached to and forming part of the circular to
shareholders referred to in paragraph 5 above.
Johannesburg
22 August 2008
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 22/08/2008 12:49:22 Produced by the JSE SENS Department.
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