| Wed 30 Sep 2009, 11:08 | | WTL - William Tell Holdings - Disposal And Withdrawal Of Cautionary Announcement |
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WTL
WTL
WTL - William Tell Holdings - Disposal And Withdrawal Of Cautionary Announcement
WILLIAM TELL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 2004/030045/06)
Share Code: WTL ISIN: ZAE000098133
("William Tell" or "the Company")
DISPOSAL BY WILLIAM TELL OF ITS REUVEN PROPERTY HELD BY ITS WHOLLY-OWNED
SUBSIDIARY, TELLPROP (PROPRIETARY) LIMITED AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. the disposal
Further to the announcement released on SENS on 27 August 2009, shareholders are
hereby advised that William Tell has entered into an agreement dated 16
September 2009 ("the agreement") whereby it will dispose of the property
situated in Reuven, Booysens, Johannesburg held by its wholly-owned subsidiary,
Tellprop (Proprietary) Limited, to Main Street 755 (Proprietary) Limited ("the
purchaser") ("the disposal"). William Tell will be leasing back 25 368 square
metres until 31 December 2009 and thereafter 8 456 square metres until 28
February 2010.
2. rationale for the disposal
The disposal is in line with the Company`s long term strategy of consolidating
all its operations on the new Chamdor site, which consolidation will reduce
operating costs by an estimated R6 million per annum from March 2010.
3. DISPOSAL consideration AND APPLICATION THEREOF
The disposal consideration in respect of the property is R46 million ("the
disposal consideration").
The disposal consideration will be settled in cash against registration of
transfer of the property into the name of the purchaser.
Application of proceeds
The proceeds from the disposal will be applied towards the accelerated
consolidation of all of the Company`s operations on the Chamdor site, which is
expected to be completed by 28 February 2010. The estimated cost of erection of
additional warehousing space on the Chamdor site and the plant relocation is
R17.9 million. The proceeds will also be used to settle the R9.5 million bond
over the Booysens property.
4. financial effects
4.1 The unaudited pro forma financial effects on William Tell before and after
the disposal, set out in the table below, are the responsibility of the
Company`s directors and have been prepared for illustrative purposes only to
show how the disposal may have affected William Tell`s results for the year
ended 30 June 2009, based on the assumptions that:
4.1.1 for purposes of the earnings and headline earnings per share
calculations (basic and diluted), the disposal was effective from 1 July 2008;
and
4.1.2 for purposes of the net asset value and tangible net asset value per
share calculations, the disposal was effected on 30 June 2009.
4.2 It should be noted that the unaudited pro forma financial effects have been
prepared on William Tell`s audited results for the year ended 30 June 2009,
taking into consideration the disposal and because of their nature, may not
fairly reflect William Tell`s financial performance and position after the
disposal.
Audited Pro forma Change
Before the After the (%)
disposal(1 disposal
) (cents)
(cents)
Earnings per share (basic and 4.5 14.2 216
diluted)(2)
Headline earnings per share 5.1 7.5 47
(basic and diluted)(2)
Net and net tangible asset 169 179 6
value per share(3)
Weighted average number of 125 000 125 000 0
shares in issue (`000)
Actual number of shares in 125 000 125 000 0
issue (`000)
Notes:
(1) Extracted from the published audited consolidated
financial statements of William Tell for the year ended 30 June
2009.
(2) As the Chamdor property would not have been ready for
occupation, it has been assumed that the Reuven property would
have been leased back for the financial year ended 30 June
2009. Adjustments reflect the once-off effects of the
disposal, namely: capital gain on the disposal of R12.7
million, interest saved on settlement of the bond of R1.2
million, interest earned on surplus funds at a pre-tax return
of 10%, totalling R3 million, insurance saved of R320 000,
rates and taxes saved of R480 000 and rent incurred of R5.5
million for the financial year ended 30 June 2009.
(3) Includes a capital gain on the disposal of R12.7 million
and the assumption that no plant relocation costs to the
Chamdor site have been incurred. Calculation based on a
weighted average of 125 million shares in issue during the
financial year ended 30 June 2009.
5. conditions precedent
As all the suspensive conditions of the agreement have been fulfilled, the
disposal is unconditional. The proposed date of transfer is 1 October 2009.
6. CATEGORISATION
In terms of the Listings Requirements of the JSE Limited, the disposal is deemed
to be a Category 2 transaction and therefore does not require shareholder
approval.
7. WITHDRAWAL OF CAUTIONARY
Further to the continuation of cautionary announcement released on SENS on 27
August 2009, shareholders of William Tell are advised that, in light of the
above, the cautionary is herewith withdrawn.
Johannesburg
30 September 2009
Designated Advisor: PSG Capital (Proprietary) Limited
Date: 30/09/2009 11:08:01 Produced by the JSE SENS Department.
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