| Fri 8 May 2009, 16:48 | | KGM - Kagiso Media Limited - Voluntary announcement - Disposal of 50% stake in |
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KGM
KGM
KGM - Kagiso Media Limited - Voluntary announcement - Disposal of 50% stake in
the Johannesburg International Motor Show (Pty) Limited
KAGISO MEDIA LIMITED
(Incorporated in the Republic of South Africa)
(Reg. No 1957/000036/06)
Share Code: KGM ISIN:ZAE000014007
("Kagiso Media" or "the Company")
Voluntary announcement - Disposal of 50% stake in the Johannesburg International
Motor Show (Pty) Limited
1. INTRODUCTION AND RATIONALE
Kagiso Exhibitions & Events (Pty) Ltd ("KEE"), a wholly owned subsidiary of
Kagiso Media, has entered into an agreement with the National Association
of Automobile Manufacturers of South Africa ("NAAMSA") to dispose of its
50% shareholding in the Johannesburg International Motor Show (Pty) Limited
("JIMS") to NAAMSA with effect from 1 May 2009 ("the disposal").
The disposal follows Kagiso Media`s stated intention to discontinue and/or
dispose of the exhibitions and events businesses owned by KEE following the
continued downward trend in its results. Following the disposal, NAAMSA
will own 100% of JIMS.
2. THE TRANSACTION
2.1 The business
JIMS, a joint venture between KEE and NAAMSA, is the entity responsible for
the planning, co-ordination, administration, management and execution of
the Johannesburg International Motor Show, the largest international motor
show in South Africa.
2.2 Consideration
The consideration payable by NAAMSA in terms of the disposal is R6 million
in cash. The proceeds will be utilised to settle certain liabilities in KEE
and any balance, will be distributed to Kagiso Media.
2.3 Financial effects
The table below sets out the unaudited pro forma financial effects of the
disposal on Kagiso Media. These financial effects are the responsibility of
the board. The unaudited pro forma financial effects are presented for
illustrative purposes only and because of their nature may not give a fair
reflection of Kagiso Media`s results and financial position after the
disposal.
Before After %
change
(cents) (cents)
Earnings per share 79.3 81.1 2.3%
Headline earnings per share 79.5 77.1 -3.0%
Net asset value per share 362.8 366.6 1.0%
Net tangible asset value per share (10.4) (6.6) 36.5%
Number of shares in issue (`000) 133,792 133,792
Weighted average number of shares in issue 133,726 133,726
(`000)
The unaudited pro forma financial effects are based on Kagiso Media`s interim
results for the six months ended 31 December 2008, assuming:
* for purposes of calculating earnings per share and headline earnings per
share, that the disposal was effective on 1 July 2008 and on 31 December
2008 for net asset value and net tangible asset value purposes;
* the cash proceeds, net of transaction expenses and capital gains tax, are
invested to earn interest at an after tax rate of 6.4% per annum.
3. CONDITIONS PRECEDENT
The implementation of the disposal is not subject to any conditions.
4. SMALL RELATED PARTY TRANSACTION
NAAMSA is a 50% shareholder in JIMS and has been treated as a related party to
Kagiso Media. KPMG Services (Pty) Ltd, as the independent professional expert,
has confirmed that the disposal is fair and their fairness opinion is available
for inspection at Kagiso Media`s registered office until 29 May 2009.
Sandton
08 May 2009
Sponsor: Investec Bank Limited
Independent expert: KPMG
Date: 08/05/2009 16:48:01 Produced by the JSE SENS Department.
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