| Fri 12 Feb 2010, 9:06 | | SAN - Sanyati Holdings Limited - Sale of the Road Surfacing Business and |
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SAN
SAN
SAN - Sanyati Holdings Limited - Sale of the Road Surfacing Business and
Withdrawal of Cautionary Announcement
SANYATI HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/002538/06)
JSE Share code: SAN & ISIN: ZAE000081055
("Sanyati" or "the Company")
SALE OF THE ROAD SURFACING BUSINESS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the cautionary announcement dated 7 January
2010, where it was announced that Sanyati had entered into negotiations
regarding the sale of its Road Surfacing business.
Sanyati has now concluded an agreement to sell its Road Surfacing business,
comprising the static asphalt manufacturing and supply plant in Verulam
(KwaZulu-Natal) ("the Road Surfacing business"), to Aqua Transport and
Plant Hire (Pty) Limited ("Aqua Trans") ("the transaction").
2. RATIONALE FOR THE TRANSACTION
Sanyati is a broad-based civil engineering and construction company
operating throughout South Africa. The company executes projects on behalf
of a number of private clients, parastatals and government departments.
During 2009, Sanyati performed an in depth review of the strategic fit of
businesses within the group, which led to the identification of certain non
core activities, including the Road Surfacing business.
The sale of this business is in line with this decision and has been timed
to coincide with the completion of the supply and paving contract at the
King Shaka Airport. An important part of the transaction is the agreement
to form a strategic relationship with Aqua Trans, who are strongly
positioned in the plant hire industry. The exit from this specialist
activity should be viewed separately from Sanyati`s ongoing commitment and
involvement in a multitude of roads projects (including upgrades, new roads
and road rehabilitation) which remains a core focus area and capability of
Sanyati.
3. TERMS AND CONDITIONS OF THE TRANSACTION
3.1 On 10 February 2010 Sanyati entered into an agreement to sell, with effect
from 28 February 2010, its Road Surfacing Business to Aqua Trans. All
conditions precedent have been fulfilled and the transaction is
unconditional in all respects.
The cash proceeds from the disposal is R18 000 000 plus a further amount
equal to the value of the stock on the premises of the Road Surfacing
business at the effective date.
3.2 The cash proceeds from the disposal is receivable as follows:
3.2.1 Initial Payment
An amount of R1 750 000 in cash was received on 7 January 2010.
3.2.2 Final payment
The remaining balance is receivable in cash on 28 February 2010.
4. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The unaudited pro forma financial effects set out below are provided for
illustrative purposes only and to provide information about how the
transaction may have impacted on Sanyati`s results and financial position.
Due to the nature of the unaudited pro forma financial information, it may
not give a fair presentation of the Company`s results and financial
position after the transaction. The unaudited pro forma financial effects
are based on the unaudited interim financial information of Sanyati at 31
August 2009. The directors of Sanyati are responsible for the preparation
of the unaudited pro forma financial effects.
Before the Pro forma Change
transaction After the
Unaudited transaction
interim Unaudited
31 August 2009 interim
31 August
2009
Earnings per share (cents) 3.73 3.98 6.59%
Headline earnings per share 3.78 4.27 12.83%
(cents)
Fully diluted headline 3.52 3.97 12.83%
earnings per share (cents)
Normalised headline earnings 12.97 13.46 3.74%
per share (cents)
Normalised fully diluted 12.07 12.52 3.74%
headline earnings per share
(cents)
Net asset value per share 170.96 170.51 -0.26%
(cents)
Net tangible asset value per 61.20 60.75 -0.74%
share (cents)
Weighted average shares in 393 687 393 687
issue (`000)
Fully diluted shares in issue 423 098 423 098
at period end (`000)
Notes:
(1) The unaudited pro forma financial effects on the results were prepared
on the basis that the transaction was completed on 1 March 2009.
(2) The "Before the transaction" column has been extracted, without
adjustment, from the unaudited interim results of Sanyati for the six
months ended 31 August 2009.
(3) The "After the transaction" earnings, headline earnings, fully diluted
headline earnings, normalised headline earnings and normalised fully
diluted headline earnings per share have been based on the exclusion
of the Road Surfacing Business` results for the six months and the
inclusion of the profit and loss on the sale of assets in terms of the
transaction.
(4) The "After the transaction" net asset value and net tangible asset
value per share have been adjusted to exclude the assets of the Road
Surfacing Business and include the cash proceeds received as well as
accounting for the profit and loss on sale of the assets.
5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Caution is no longer required to be exercised by shareholders when dealing in
their securities.
Durban
12 February 2010
Sponsor
Exchange Sponsors
Date: 12/02/2010 09:06:02 Produced by the JSE SENS Department.
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