| Thu 22 Oct 2009, 11:32 | | SSK - Stefanutti Stocks Holdings Limited - Acquisition by Stefanutti Stocks |
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SSK
SSK
SSK - Stefanutti Stocks Holdings Limited - Acquisition by Stefanutti Stocks
of the remaining interest in Skelton & Plummer
Stefanutti Stocks Holdings Limited
(Registration number 1996/003767/06)
Share code: SSK ISIN: ZAE000123766
("Stefanutti Stocks" or "the Company")
Acquisition by Stefanutti Stocks Holdings Limited of the remaining interest
in Skelton & Plummer Investment Holding Company (Pty) Limited ("Skelton &
Plummer")
1. Introduction
Bridge Capital Advisors (Pty) Limited ("Bridge Capital") is authorised to
announce that Stefanutti Stocks has entered into an agreement dated 22
October 2009 to acquire the remaining 19.7% interest in Skelton & Plummer
(registration number: 1983/001710/07), a subsidiary of Stefanutti Stocks,
from Skelton & Plummer`s management ("the sellers") for a consideration of
R34 000 000, ("the acquisition").
2. Skelton & Plummer`s Background
Skelton & Plummer is an investment holding company whose subsidiary
companies` principal activities are mechanical, electrical and
instrumentation construction, engineering design and project management and
the provision of in-house developed high rate clarifiers to the mining
sector.
3. Rationale for the acquisition
Stefanutti Stocks is the controlling shareholder of Skelton & Plummer and
considers it in the best interest of shareholders to increase its interest
in Skelton & Plummer. This is in 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
that the acquisition is fair to the shareholders of the Company. 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 R34 000 000
together with any interest that may accrue on the amount from 1 November
2009 until the date of payment at a rate equal to the rate earned by
Stefanutti Stocks on funds placed in its Call Account.
4.3. Salient Terms
The sellers have undertaken not to establish any new business or undertake
any activity which competes with the business of the Company for a period of
36 months commencing 5 days after the fulfilment of the last condition
precedent.
4.4. Effective Date
The effective date of the acquisition will be 1 September 2009.
4.5. 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 the After the Percentage
acquisition(1) acquisition change (%)
Earnings per share (cents) 184.3 186.0(2) 1.0
Diluted earnings per share 173.6 175.2(2) 1.0
(cents)
Headline earnings per share 185.3 187.1(2) 1.0
(cents)
Diluted headline earnings 174.6 176.2(2) 1.0
per share (cents)
Net asset value per share 895.1 883.0(3) (1.4)
(cents)
Net tangible asset value per 234.6 222.5(3) (5.2)
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 of
161,464,960 before and after the acquisition;
c. The diluted weighted average number of Stefanutti Stocks
shares in issue of 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 8% 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 assumption:
a. The total number of Stefanutti Stocks shares in issue of 175,859,983
before and after the acquisition.
Johannesburg
22 October 2009
Sponsor: Bridge Capital Advisors (Pty) Limited
Date: 22/10/2009 11:32:00 Produced by the JSE SENS Department.
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