| Thu 19 Nov 2009, 16:30 | | SPG - Super Group - Powerstar disposal notice of general meeting withdrawal of |
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SPG
SPG
SPG - Super Group - Powerstar disposal, notice of general meeting, withdrawal of
cautionary announcement in respect of the Powerstar disposal and further renewal
of cautionaries in respect of Super Group`s disposals
SUPER GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1943/016107/06
Share code: SPG
ISIN: ZAE000011334
("Super Group" or "the Company")
POWERSTAR DISPOSAL, NOTICE OF GENERAL MEETING, WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT IN RESPECT OF THE POWERSTAR DISPOSAL AND FURTHER RENEWAL OF
CAUTIONARIES IN RESPECT OF SUPER GROUP`S DISPOSALS
1. Introduction
In an announcement released on SENS on 10 September 2009 shareholders were
advised of the proposed disposal by Super Group of the inventory of Super
Group Industrial Products, a subsidiary of Super Group, to Friedshelf 1101
(Proprietary) Limited ("the Powerstar Disposal").
2. Unaudited pro forma financial effects
The table below sets out the unaudited pro forma financial effects of both
the offer by Super Group to its shareholders to subscribe, at the issue
price of 45 cents per rights offer share, for 2 727 580 820 Super Group
shares in the ratio of 410 rights offer shares for every 100 shares held at
the close of business on Friday, 30 October 2009 ("Rights Offer") and the
Powerstar Disposal on the reviewed financial results for the year ended 30
June 2009. The unaudited pro forma income statement, balance sheet and
financial effects, which are the responsibility of the directors of Super
Group, have been prepared for illustrative purposes only and, because of
their nature, may not give a true reflection of Super Group`s financial
position, changes in equity and results of operations or cash flows.
The unaudited pro forma financial information is intended to provide
information about how the Rights Offer and the Powerstar Disposal might
have affected the income statement and balance sheet of Super Group for the
year ended 30 June 2009 had the Rights Offer and the Powerstar Disposal
been effected on 1 July 2008 for the purposes of earnings per share and
headline earnings per share and on 30 June 2009 for the purposes of the net
asset value ("NAV") per share and net tangible asset value ("NTAV") per
share and does not purport to be indicative of what financial results would
have been had the Rights Offer and the Powerstar Disposal been implemented
on a different date.
Before (1) After (2) % Change
(cents) (cents)
Basic earnings per share (296.1) (47.7) 83.9
Adjusted basic earnings per share 6.4 3.9 (39.4)
(continuing operations)
Diluted earnings per share (296.1) (47.7) 83.9
Adjusted diluted earnings per 6.4 3.9 (39.4)
share (continuing operations)
Headline earnings per share (170.9) (26.4) 84.6
Adjusted headline earnings per 35.0 8.8 (75.0)
share (continuing operations)
Diluted headline earnings per (170.9) (26.4) 84.6
share
Adjusted diluted headline 35.0 8.8 (75.0)
earnings per share (continuing
operations)
NAV per share (cents) 199.6 71.1 (64.4)
TNAV per share (cents) (83.8) 19.3 123.0
Number of shares in issue (`000) 545,516 2,767,738 407.4
Weighted number of shares (`000) 457,002 2,679,224 486.3
Trade Gearing (%) 120 18 85.3
Notes:
1. The "before" column is based on Super Group`s published reviewed results
for the year ended 30 June 2009 before the Rights Offer and the Powerstar
Disposal.
2. The "after" column has been adjusted for the issue of the rights offer
shares and the Powerstar Disposal.
3. The number of Super Group shares in issue include 47 566 652 treasury
shares held by the Group.
4. The financial effects are calculated on the assumptions that:
4.1 certain shareholders follow their rights and Super Group raises R1
billion through the issue of 2222222222 ordinary shares;
4.2 the cash proceeds have been received and the Rights Offer shares
issued on 1July2008 for the income statement impact;
4.3 the expenses of the Rights Offer of R58 724 000 have been offset
against the cash proceeds from the Rights Offer and have reduced share
premium;
4.4 the proceeds from the Rights Offer are used to repay debt facilities
with interest at the prime rate;
4.5 the cash proceeds have been received and the rights offer shares
issued on 30 June 2009 for the balance sheet impact;
4.6 the proceeds from the sale of the Powerstar inventory is applied to
settle the trade finance liabilities related to the inventory; and
4.7 transaction costs of the Powerstar Disposal amount to R457 000.
5. 2 720 171 734 Super Group shares were used to calculate NAV and TNAV per
share.
6. Transaction costs relate to the fees paid to professional advisors and
legal and compliance fees. This is not expected to have a continuing effect
on Super Group.
3. Posting of circular and notice of general meeting
Shareholders are advised that the circular relating to the Powerstar
Disposal was posted to shareholders today, being Thursday, 19 November
2009.
An electronic version of the circular will be available on Super Group`s
website (www.supergroup.co.za) and hard copies of the circular may be
obtained from Thursday, 19 November 2009 to Wednesday, 2 December 2009 from
the registered offices of the Company or the transfer secretaries whose
addresses and contact details are set out below:
Super Group Computershare Investor Services
27 Impala Road Proprietary) Limited
Chislehurston 70 Marshall Street
Sandton, 2196 Johannesburg, 2000
Attention: Duarte de Quintal Corporate Actions Department
+27 (0) 11 523 4000 +27 (0) 11 370 5200
The general meeting of Super Group shareholders will be held at 09:00 on
Friday, 4 December 2009 at Super Group, 27 Impala Road, Chislehurston,
Sandton, 2196.
4. Withdrawal of cautionary announcement
The cautionary in respect of the Powerstar Disposal is hereby withdrawn.
5. Renewal of cautionary in respect of Super Group`s disposals
Shareholders are advised that negotiations with regard to the disposal of
the Emerald Insurance businesses and the AutoZone businesses are still in
progress which, if successfully concluded, may have a material effect on
the price of Super Group`s shares.
Further announcements in respect of the disposals by Super Group of the
business of Hermans and the Mica Brand will be made once the pro forma
financial effects have been determined.
Shareholders should therefore continue to exercise caution when dealing in
Super Group shares.
Johannesburg
19 November 2009
Financial Advisor and Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Date: 19/11/2009 16:30:09 Produced by the JSE SENS Department.
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