| Fri 26 Jun 2009, 11:57 | | SSK - Acquisition by Stefanutti Stocks Holdings Limited of a 49% interest in |
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SSK
SSK
SSK - Acquisition by Stefanutti Stocks Holdings Limited of a 49% interest in
Civil & Coastal Construction (Pty) Limited ("Civil & Coastal")
Stefanutti Stocks Holdings Limited
(Formerly Stefanutti & Bressan Holdings Limited)
(Registration number 1996/003767/06)
Share code: SSK & ISIN: ZAE000123766
("Stefanutti Stocks" or "the Company")
Acquisition by Stefanutti Stocks Holdings Limited of a 49% interest in Civil &
Coastal Construction (Pty) Limited ("Civil & Coastal")
1. Introduction
Bridge Capital Advisors (Pty) Limited ("Bridge Capital") is authorised to
announce that Stefanutti Stocks has entered into an agreement dated 26 June
2009 to acquire the remaining 49% interest in Civil & Coastal (registration
number: 1992/006096/07), a subsidiary of Stefanutti Stocks, from Gregory
Moore and Simon Allen (""the sellers") for a consideration of R 57 500 000
("the acquisition").
2. Civil & Coastal`s Background
Civil & Coastal is a Cape Town based company that specialises in marine
civil engineering design and construction activities and to a lesser extent
is also involved in concrete repair and rehabilitation. Civil & Coastal was
established in 1992 and operates predominantly in the Western Cape and
Angola.
3. Rationale for the acquisition
Stefanutti Stocks is the controlling shareholder of Civil & Coastal and
considers it in the best interest of shareholders to increase its interest
in this company. This is line with the Stefanutti Stocks` strategy of
acquiring minority interests in profitable subsidiaries.
4. Details of the acquisition
4.1 Fairness Opinion
The acquisition is classified as a small related party transaction in
terms of the Listings Requirements of the JSE Limited ("the Listings
Requirements") ("JSE") and, accordingly, requires confirmation from an
independent professional expert ("the IPE") that the terms of the
acquisition are fair as far as the shareholders of Stefanutti Stocks
are concerned. Moore Stephens (JHB) Corporate Finance (Pty) Limited
has been appointed as the IPE and has provided the JSE with written
confirmation to the above effect. Its report will lie for inspection
at the registered office of Stefanutti Stocks for a period of 28 days
from the date of this announcement.
4.2 Acquisition consideration
The aggregate acquisition consideration payable amounts to R 57 500
000 together with any interest accrued on that amount from 1 April
2009 until 5 business days following the fulfilment of the last
condition precedent ("the Completion Date") at a rate equal to the
rate earned by the Company on funds placed in its Call Account. The
consideration is payable as follows:
4.2.1 A cash payment of R29 325 000 payable directly to Gregory
Moore; and
4.2.2 A cash payment of R28 175 000 payable directly to Simon
Allen.
4.3 Conditions Precedent
The acquisition is subject to and conditional upon the fulfilment of
each of the following key conditions precedent:
4.3.1 Civil & Coastal declaring and paying a dividend to its
shareholders; and
4.3.2 No material adverse change having occurred in relation to Civil &
Coastal during the period between the dates upon which agreements
were signed and the Completion Date.
4.4 Salient Terms
4.4.1 The sellers have undertaken not to establish any new
business or undertake any activity which competes with the
business of the Company for the following periods:
- In relation to Simon Allen, the period from 28 February
2009 until 28 February 2014; and
- In relation to Gregory Moore, the period from 28
February 2009 until the first anniversary of the later
of his retirement as an employee and his resignation as
a director of Civil & Coastal.
4.4.2 Simon Allen will remain an executive director of Civil &
Coastal.
4.5 Effective Date
The effective date of the acquisition will be 1 March 2009.
5. Pro forma financial effects of the acquisition
The unaudited pro forma financial effects of the acquisition, as set out
below, are based on the audited results of Stefanutti Stocks for the year
ended 28 February 2009. The unaudited pro forma financial effects are
presented for illustrative purposes only, to provide information on the
impact of the acquisition. Due to the nature of the unaudited pro forma
financial effects, they may not give a fair representation of the financial
position of the Company and the results of its operations after the
acquisition. The Company`s directors are responsible for the preparation of
the unaudited pro forma financial effects.
Before After the Percentage change (%)
the acquisiti
acquisiti on
on(1)
Earnings per share (cents) 184.3 189.7(2) 2.9
Diluted earnings per share 173.6 178.7(2) 2.9
(cents)
Headline earnings per share 185.3 190.8(2) 2.9
(cents)
Diluted headline earnings per 174.6 179.7(2) 2.9
share (cents)
Net asset value per share (cents) 895.1 872.4(3) (2.5)
Net tangible asset value per 234.6 211.9(3) (9.7)
share (cents)
Notes:
1. Extracted from the audited financial statements of Stefanutti Stocks for
the year ended 28 February 2009
2. Earnings, diluted earnings, headline earnings and diluted headline earnings
per share in the "After the acquisition" column have been based on the
following assumptions:
a. The acquisition was implemented on 1 March 2008;
b. The weighted average number of Stefanutti Stocks shares in issue is
161,464,960 before and after the acquisition;
c. The diluted weighted average number of Stefanutti Stocks shares in
issue is 171,428,947 before and after the acquisition; and
d. Interest foregone on the cash utilised by Stefanutti Stocks to fund
the acquisition at a pre-tax rate of 10% per annum was taken into
account.
3. Net asset value and net tangible asset value per share in the "After the
acquisition" column have been based on the following assumptions:
a. The total number of Stefanutti Stocks shares in issue is 175,859,983
before and after the acquisition.
Johannesburg
26 June 2009
Sponsor: Bridge Capital Advisors (Pty) Limited
Date: 26/06/2009 11:57:01 Produced by the JSE SENS Department.
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