| Thu 3 Sep 2009, 15:40 | | MKX - Milkworx - Pro Forma Financial Effects Of The Acquisition Of Ububele |
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MKX
MKX
MKX - Milkworx - Pro Forma Financial Effects Of The Acquisition Of Ububele
Holdings Limited And Withdrawal Of Cautionary Announcement
MILKWORX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/011074/06)
Share code: MKX & ISIN: ZAE000058020
("Milkworx" or "the Company")
PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION OF UBUBELE HOLDINGS LIMITED AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The table below sets out the unaudited pro forma earnings, headline earnings,
net asset value and net tangible asset value per share of the transaction on
Milkworx. The unaudited pro forma financial information is presented for
illustrative purposes only, for the purposes of this announcement and, because
of their nature, may not give a fair reflection of Milkworx`s financial
position, results of operations, changes in equity and cash flow after the
transactions. It has been assumed for purposes of the unaudited pro forma
information presented below that the transaction was effective from 31 December
2008 for balance sheet purposes and from 01 July 2008 for income statement
purposes. The unaudited pro forma information is the responsibility of the
directors of Milkworx.
Before Adjustments After Percentage
change
Net asset (0.83)
value per
share (cents) 2.12 1.29 (39.2)%
Net tangible (1.8)
asset value
per share
(cents) 2.11 0.31 (85.3)%
Earnings per 0.17
share (cents) (0.12)
0.05 141.7%
Headline 0.17
earnings per
share (cents) (0.12) 0.05 141.7%
Number of
shares in
issue 1 168 666 7 549 557 8 718 222 646%
Weighted
number of
shares in
issue 1 166 198 7 549 557 8 715 755 647.36%
Assumptions:
Balance sheet
1) The "Before" column is extracted from the company`s reviewed results for
the six months ended 31 December 2008 after adjusting for the combined
effects of the prior transactions, which included the recapitalisation and
repurchase agreements, the settlement of professional fees relating to
these agreements and the rights offer.
2) The "After" column shows the pro forma effects of the acquisition of 100%
of Ububele Holdings Limited as though the acquisition had been in effect as
at 31 December 2008.
3) Milkworx will issue 7 549 557 142 shares for the acquisition of 100% of
Ububele Holdings Limited as it is the legal acquirer.
4) The acquisition of Ububele Holdings Limited is a "reverse acquisition" and
therefore Ububele Holdings Limited becomes the Accounting Acquirer. It has
been deemed that Ububele Holdings Limited issued 33 728 128 ordinary shares
to Milkworx shareholders at a fair value of 79.7 cents per share for the
acquisition of 100% of the issued shares in Milkworx.
5) The shares issued for the consideration are assumed to have been issued as
at 31 December 2008.
Income statement
1) The "Before" column is extracted from the company`s reviewed results for
the year ended 31 December 2008, after adjusting for the combined effects
of the prior transactions, which included the recapitalisation and
repurchase agreements, the settlement of professional fees relating to
these agreements and the rights offer.
2) The "After" column shows the pro forma effects of the acquisition of 100%
of Ububele Holdings Limited as though the acquisition had been in effect
from 1 July 2008. The Ububele results have been extracted from the audited
results for the year ended 28 February 2009.
3) The results have been adjusted to a six month period in order to agree with
the six month period for the Milkworx results.
4) Transaction costs of R925 000 have been assumed. (Note - transaction costs
are capital in nature, therefore not tax deductible)
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the previous cautionary announcements and renewals
thereof, and are advised that caution is no longer required when dealing in the
company`s securities. A circular to shareholders is in the process of being
finalised and will be posted to shareholders in due course.
Johannesburg
03 September 2009
Designated Advisor:
Arcay Moela Sponsors (Pty) Ltd
Date: 03/09/2009 15:40:01 Produced by the JSE SENS Department.
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