| Tue 24 Nov 2009, 7:06 | | TBS - Tiger Brands - Declaration by Tiger Brands Limited of a Capital Reduction |
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TBS
TIIH
TBS - Tiger Brands - Declaration by Tiger Brands Limited of a Capital Reduction
Out of Share Premium in Respect of the Year Ended 30 September 2009
Tiger Brands Limited
(Registration number 1944/017881/06)
(Incorporated in the Republic of South Africa)
Share code: TBS
ISIN: ZAE000071080
("Tiger Brands" or "the Company")
DECLARATION BY TIGER BRANDS LIMITED OF A CAPITAL REDUCTION OUT OF SHARE PREMIUM
IN RESPECT OF THE YEAR ENDED 30 SEPTEMBER 2009
At the general meeting of shareholders of the Company held on 12 October 2009,
the board of directors was given the general authority to make payments to
shareholders out of the Company`s share premium account. Pursuant to this
authority, the directors have decided to make a cash distribution (in lieu of
the final dividend) by way of a reduction of capital out of share premium of 459
cents per share, for the year ended 30 September 2009, to Tiger Brands
shareholders recorded in the register on Friday, 15 January 2010 ("the
Distribution").
In compliance with the requirements of Strate, the electronic settlement and
custody system used by the JSE Limited, the Company has determined the following
salient dates for the payment of the Distribution:
Last day to trade cum the Distribution Friday, 8 January 2010
Shares commence trading ex
the Distribution Monday, 11 January 2010
Record date Friday, 15 January 2010
Payment date Monday, 18 January 2010
Tiger Brands ordinary shareholders will not be permitted to
dematerialise/rematerialise their shares between Monday, 11 January 2010 and
Friday, 15 January 2010, both days inclusive.
The illustrative pro forma financial effects of the Distribution set out below
have been prepared to assist Tiger Brands shareholders in assessing the impact
of the distribution of capital out of share premium on the Net Asset Value per
share ("NAV") and Tangible Net Asset Value per share ("TNAV"). The material
assumptions are set out in the notes following the table. The pro forma
financial effects are the responsibility of the directors and are provided for
illustrative purposes only.
Actual
before the
Phase II BEE Impact
Transaction of the
and the Phase II BEE
Distribution(i) Transaction(ii) & (iii)
Assets
Cash and cash
equivalents(iii) & (iv) 506,2 13,4
(Rm)
Equities and
liabilities
Equity attributable
to ordinary
shareholders(iii), (iv) 6 983,7 48,0
& (v)(Rm)
NAV(vi) (cents per 4 438,7
share)
TNAV(vi) (cents per 3 377,9
share)
Pro forma
Impact after the
of the Phase II BEE
Distribution Transaction
of 459 cents and the
per share(iv) Distribution
Assets
Cash and cash (725,8) (206,2)
equivalents(iii) & (iv) (Rm)
Equities and liabilities
Equity attributable to ordinary (725,8) 6 305,9
shareholders(iii), (iv) & (v) (Rm)
NAV(vi) (cents per share) 3 987,8
TNAV(vi) (cents per share) 2 932,3
Notes:
(i)As per the published reviewed results of Tiger Brands for the year ended 30
September 2009.
(ii)The second phase of the Company`s Broad-based Black Economic Empowerment
initiative approved by shareholders at the general meeting held on 12 October
2009, and implemented on 20 October 2009 ("the Phase II BEE Transaction").
(iii)Adjustments to cash & cash equivalents and equity attributable to ordinary
shareholders were made on the assumption that the Phase II BEE Transaction was
implemented with effect from 30 September 2009.
(iv)Adjustments to cash & cash equivalents and equity attributable to ordinary
shareholders were made on the assumption that the Distribution was paid on 30
September 2009.
(v)Equity attributable to ordinary shareholders comprises the following line
items:
Actual
before the
Phase II BEE Impact
Transaction of the
and the Phase II BEE
(Rm) Distribution Transaction
Ordinary share capital 17,4 1,6
Share premium 53,4 1 746,7
Non-distributable reserves 788,7
Accumulated profits 7 309,8 (160,8)
Tiger Brands Limited shares held by (817,7)
subsidiary
Tiger Brands Limited shares held by (502,2) (1 611,2)
empowerment entities
Share-based payment reserve 134,3 71,7
Total equity attributable to ordinary 6 983,7 48,0
shareholders
Pro forma
Impact after the
of the Phase II BEE
Distribution Transaction
of 459 cents and the
(Rm) per share Distribution
Ordinary share capital 19,0
Share premium (871,6) 928,5
Non-distributable reserves 788,7
Accumulated profits 7 149,0
Tiger Brands Limited shares held by 47,4 (770,3)
subsidiary
Tiger Brands Limited shares held by 98,4 (2 015,0)
empowerment entities
Share-based payment reserve 206,0
Total equity attributable to ordinary (725,8) 6 305,9
shareholders
(vi)The calculation of NAV per share and TNAV per share as at 30 September 2009
before the Phase II BEE Transaction and the Distribution has been based on 157
336 454 ordinary shares in issue (which excludes the 10 326 758 treasury shares
held by a wholly-owned subsidiary of Tiger Brands as well as 5 896 140 shares
held by various empowerment entities - in terms of the Phase I BEE Transaction -
which are consolidated for accounting purposes). The calculation of NAV per
share and TNAV per share after implementation of the Phase II BEE Transaction
and the Distribution has been based on 158 128 254 ordinary shares in issue
(which excludes the 10 326 758 treasury shares held by a wholly-owned subsidiary
of Tiger Brands as well as 21 426 860 shares held by various empowerment
entities - in terms of the Phase I and Phase II BEE Transactions - which are
consolidated for accounting purposes).
For income tax purposes, shareholders are advised that the Distribution will be
regarded as a return of capital and therefore consideration should be given to
the potential capital gains tax consequences. Tiger Brands shareholders are,
therefore, advised to consult their tax advisors with regard to how they may be
impacted by the Distribution.
On behalf of the Board
I W M Isdale
Group Secretary
Sandton
23 November 2009
Sponsor:
J.P. Morgan Equities Limited
Date: 24/11/2009 07:06:01 Produced by the JSE SENS Department.
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