| Wed 24 Feb 2010, 16:41 | | ITR - Intertrading - Financial effects for the disposal - withdrawal of |
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ITR
ITR
ITR - Intertrading - Financial effects for the disposal - withdrawal of
cautionary announcement
INTERTRADING LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/004777/06)
Share code ITR ISIN ZAE000015566
("Intertrading" or "the company")
-FINANCIAL EFFECTS FOR THE DISPOSAL BY THE COMPANY OF THE OPERATING COMPANIES OF
INTERTRADING TO LINKIT (PTY) LIMITED A RELATED PARTY
-WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Introduction and terms
Shareholders are referred to the cautionary announcements released on SENS on 1
October 2009, 13 November 2009, 3 December 2009 and 19 January 2010 wherein it
was announced that, Intertrading had disposed of its 100% interest in each of
Intertrading Group (Pty) Limited, Sky Services (Pty) Limited, Intertrading
Exports (Pty) Limited and Agrilink (Pty) Limited (collectively, "the Operating
Companies"), for an aggregate cash price of R8.8 million ("the Disposal").
2. Financial effects
The table below sets out the unaudited pro forma financial effects of the
Disposal on Intertrading.
The unaudited pro forma financial effects are presented for illustrative
purposes only and because of their nature may not give a fair reflection of
Intertrading`s results, financial position and changes in equity after the
Disposal. It has been assumed for purposes of the pro forma financial effects
that the Disposal took place with effect from 1 March 2009 for income statement
purposes and 31 August 2009 for balance sheet purposes. The directors of
Intertrading are responsible for the preparation of the unaudited pro forma
financial effects.
Before After the Percentage
Published Disposal change
Pro forma
Basic earnings per share (cents)2 (3.8) (1.0) 73.5
Headline earnings per share(cents)2 (3.8) 14.2 476.5
Net asset value and per share 58.6 51.3 (12.4)
(cents)3
Net tangible asset value per 49.3 51.3 4.1
ordinary share (cents)3
Number of shares in issue (`000) 50 000 50 000 -
Weighted average number of shares in 50 000 50 000 -
issue (`000)
Notes:
1. The "Before" financial information is based on Intertrading`s published
unaudited interim results for the six months ended 31 August 2009.
2. Earnings and headline earnings effects are based on the following principal
assumptions:
a. Transaction costs of R941 000;
b. Finance income at 8.1% earned on the proceeds of the disposal (after settling
transaction costs), being the prevailing
money market rates on deposits of R5 million to R10 million;
c. Finance income at 6.1% earned on the shareholder loans of R14.6 million,
being the agreed prevailing rate on call
accounts with select financial institutions;
d. Loss on the sale of the subsidiaries of R7.6 million. A CGT loss is incurred
with no corresponding deferred tax asset;
e. The declaration of a special dividend of R4.3 million by Sky Services in
favour of Intertrading;
f. The declaration of a special dividend of R4.4 million by Intertrading Group
in favour of Intertrading;
g. The cession by Intertrading Group of its claim, amounting to approximately
R3.2 million, against Rivermouth Fruit Exporters CC (in liquidation) to
Intertrading; and
h. The tax effects of the above. Intertrading is currently in an assessed loss
position. No deferred taxation asset however exists as there is no reasonable
probability of utilisation of the assessed taxation losses. The transactions
will not have a taxation effect.
3. Net asset value and net tangible asset value per share effects are based on
the following principal assumptions
a. Transaction costs of R941 000;
b. The cash consideration of R8.8 million. A CGT loss is incurred with no
corresponding deferred tax asset as there is no reasonable probability of
utilisation of the assessed taxation losses;
c. The declaration of a special dividend of R4.3 million by Sky Services in
favour of Intertrading;
d. The declaration of a special dividend of R4.4 million by Intertrading Group
in favour of Intertrading;
e. The cession by Intertrading Group of its claim, amounting to approximately
R3.2 million, against Rivermouth Fruit Exporters CC (in liquidation) to of
Intertrading; and
f. The tax effects of the above. Intertrading is currently in an assessed loss
position. No deferred taxation asset however exists as there is no reasonable
probability of utilisation of the assessed taxation losses. The transactions
will not have a taxation effect.
3. Withdrawal of cautionary announcement
Having regard to the information disclosed above, shareholders are advised that
they no longer need to exercise caution when dealing in the company`s
securities.
A circular with information on the disposal and convening a general meeting of
shareholders has been posted to shareholders on 5 February 2010.
Johannesburg
24 February 2010
Sponsor: Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 24/02/2010 16:41:02 Produced by the JSE SENS Department.
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