| Mon 22 Feb 2010, 17:42 | | MYD - Myriad Medical Holdings Limited - Financial Effects and Withdrawal of |
|
MYD
MYD
MYD - Myriad Medical Holdings Limited - Financial Effects and Withdrawal of
Cautionary Announcement
Myriad Medical Holdings Limited
Registration no. 2006/006371/06
Share Code: MYD & ISIN Code: ZAE000085825
("Myriad" or "the company")
FINANCIAL EFFECTS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are referred to the announcement released on SENS on 14
December 2009 regarding the rights offer to Myriad shareholders in a ratio
of 79,16 new Myriad ordinary shares for every 100 Myriad ordinary shares
held ("the rights offer"), the acquisition by Myriad of 51% of the issued
share capital of Litha Healthcare Holdings (Pty) Ltd ("Litha") ("the
acquisition")and the put and call options to acquire the remaining 49% of
the issued share capital of Litha ("the option"), (collectively, "the
transactions").
Set out below are the pro forma financial effects of the transactions.
PRO FORMA FINANCIAL EFFECTS
The pro forma financial information set out below has been prepared for
illustrative purposes only, to provide information on how the transactions
may have impacted on the historical results and financial position of
Myriad.
The pro forma Income Statement figures illustrate the possible financial
effects if the transaction had taken place on 1 June 2009, whilst the pro
forma Balance Sheet figures have been based on the assumption that the
transaction had taken place on 30 November 2009.
Because of its nature, the pro forma financial information may not give a
fair reflection of Myriad`s financial position after the transactions, or
the effect of the transactions on Myriad`s future earnings.
The calculation of the pro forma financial information is the
responsibility of the directors.
Before After the Percentage After the
rights offer change acquisition and
rights offer
Earnings and headline
earnings per share
(cents) 7.6 3.8 (50.1)% 5.0
Net asset value per
share (cents) 91.1 85.0 (6.7)% 100.1
Net tangible asset
value per share
(cents) 38.2 55.8 46.0% 55.9
Table continues:...
Percentage After the tran- Percentage
change sactions change
Earnings and headline
earnings per share
(cents) (34.3)% 6.5 (14.1)%
Net asset value per
share (cents) 9.9% 89.3 (1.9)%
Net tangible asset
value per share
(cents) 46.3% 43.9 14.7%
Notes and assumptions:
1. The pro forma income statement and balance sheet are based on
published unaudited interim financial information of Myriad for the
six months ended 30 November 2009, as released on SENS on 17 February
2010.
2. The "After the rights offer" column reflects the adjustments in
respect of the implementation of the rights offer in terms of which
125 000 000 new Myriad ordinary shares have been issued at 80 cents
per share.
3. Transaction costs of R3,2 million have been expensed in respect of the
rights offer. These have been assumed to be non tax deductible.
4. Interest expense has been reduced as a result of cash on hand being
utilised to reduce interest bearing borrowings (in line with the SAICA
Guide on pro forma financial reporting, interest income has not been
recognised).
5. The "After the acquisition and the rights offer" column represents the
adjustments in respect of the implementation of rights offer and the
acquisition and inclusion of the financial results of Litha Healthcare
for the six months ended 30 June 2009, together with the recognition
of outside shareholders interest in respect of the remaining 49% of
Litha Healthcare.
6. The purchase consideration of R114 million is settled as to R80
million in cash and R34 million will be discharged by the issue of 42
800 001 Myriad shares at an issue price of 80 cents per share.
7. Transaction costs of R4,2 million have been expensed in respect of the
acquisition. These have been assumed to be non tax deductible.
8. The cash portion of the purchase consideration payable and the
transaction costs have been settled out of the proceeds of the rights
offer.
9. Cash on hand of R12 550 000, after settling the cash portion payable
in respect of the Litha acquisition and transaction costs, have been
utilised to reduce interest bearing borrowings at 12%.
10. The "After the transactions" column represents the adjustments in
respect of the implementation of the rights offer, the acquisition and
the option and inclusion of the financial results of Litha Healthcare
for the six months ended 30 June 2009.
11. The purchase consideration of R44 998 000 in respect of the option is
calculated at 7.2 times of 49% of the average profit after tax for the
years ended 31 December 2008 and 2007.
12. The purchase consideration is settled as to 70% in cash (assumed to
have been settled by the raising of a loan facility bearing interest
at 12% per anum) in an amount of R31 499 000 and 30% in amount of R13
499 000 to be discharged by the issue of 16 874 252 Myriad shares at
an issue price of 80 cents per share.
13. The pro forma Income Statement figures illustrate the possible
financial effects if the transaction had taken place on 1 June 2009.
14. The pro forma Balance Sheet figures have been based on the assumption
that the transaction had taken place on 30 November 2009.
FURTHER DOCUMENTATION
Circulars setting out the details of the transactions will be posted to
shareholders in due course.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that caution is no longer required to be exercised
when dealing in their Myriad shares.
22 February 2010
Designated Advisor
Java Capital (Proprietary) Limited
Date: 22/02/2010 17:42:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
