| Mon 14 Jun 2010, 13:39 | | ADW - African Dawn Capital Limited - Disposal by a subsidiary financial results |
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ADW
ADW
ADW - African Dawn Capital Limited - Disposal by a subsidiary, financial results
for the year ended 28 February 2010 and further cautionary announcement
AFRICAN DAWN CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/020520/06)
JSE code: ADW
ISIN: ZAE000060703
("Afdawn" or "the company" or "the group")
DISPOSAL BY A SUBSIDIARY, FINANCIAL RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2010
AND FURTHER CAUTIONARY ANNOUNCEMENT
1. DISPOSAL BY A SUBSIDIARY
An agreement was signed on 18 May 2010 between Candlestick Park Investments
(Proprietary) Limited ("Candlestick"), a wholly owned subsidiary of Afdawn,
and Michael Patchitt ("the purchaser")for the sale of the company`s
property in Dunkeld West for a cash consideration of R12 500 000 ("the
transaction")
1.1 BACKGROUND INFORMATION AND RATIONALE FOR THE TRANSACTION
Shareholders are referred to the interim results announcement dated 1
December 2009 and subsequent cautionary announcements, the latest dated 28
April 2010, relating to the company`s financial affairs and the evaluation
of various options to restructure and recapitalise the company. The
transaction forms part of the restructuring of the group, and enables the
company to reduce its interest bearing debt with the disposal of the
property.
1.2. PURCHASE CONSIDERATION
The consideration payable by the purchaser to Candlestick is R12 500 000,
which will be settled in cash on the transfer date of the property into the
purchaser`s name.
1.3 EFFECTIVE DATE
The transaction will become effective on the transfer date of the property
into the purchaser`s name.
1.4 CONDITIONS PRECEDENT
There are no conditions precedent to the transaction.
1.5 FINANCIAL EFFECTS
The unaudited pro forma financial effects of the transaction, for which the
directors are responsible, are provided for illustrative purposes only to
show the effect of the transaction on earnings and headline earnings per
share as if the transaction had taken effect on 1 March 2009 and on net
asset value and net tangible asset value per share as if the transaction
had taken effect on 31 August 2009. Because of their nature, the unaudited
pro forma financial effects may not give a fair presentation of the Group`s
financial position and performance. The unaudited pro forma financial
effects have been compiled from the audited consolidated financial
statements for the six months ended 31 August 2009 and are presented in a
manner consistent with the format and accounting policies adopted by the
company and have been adjusted as described in the notes below :
Movement
Audited Pro forma
Before the After the (cents) (%)
transaction transactio
n
Loss per share 2 (136.91) (133.79) 3.12 2.28
(cents)
Headline loss per (53.53) (50.41) 3.12 5.83
share (cents) 2
Net asset value per 55.58 61.02 5.44 9.79
share (cents) 3
Net tangible asset 41.43 5.44
value per share 3 46.87 13.13
(cents)
Weighted average 211,020 211,020
number of shares in
issue (000`s)
Shares in issue at 217,347 217,347
period end (000`s)
Notes:
1 The "Audited Before the transaction" column reflects the audited
results of the company for the six months ended 31 August 2009.
2 Loss and headline loss per share effects are based on the following
assumptions and information:
- the transaction was effective 1 March 2009;
- the consideration of R12 500 000 was paid on 1 March 2009 by way
of cash and R10 819 051 was utilised to redeem the debt on the
property;
3. Net asset value and net tangible asset value per share effects are
interest saving of R 562 786 based on the following assumptions and
information:
- the transaction was effective 31 August 2009;
- the consideration of R12 500 000 was paid on 31 August 2009 in
the manner described in note 2 above; and
- debt to the amount of R10 745 077 was redeemed from the proceeds
of the transaction.
1.6 CLASSIFICATION OF THE TRANSACTION
The transaction is classified as a Category 2 transaction in terms of the
Listing Requirements of the JSE Limited.
2. FINANCIAL RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2010
Shareholders are advised that the group`s auditors are in the process of
finalising their audit and it is expected that the financial results for
the year ended 28 February 2010 will be released by 30 June 2010.
3. FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the interim results announcement, dated 1
December 2009, wherein the directors stated that "the board has embarked on
discussions on securing additional funding lines from financial
institutions and/or capital from its shareholders to ensure the long term
viability of African Dawn." To this extent, shareholders are advised that
the company has entered into discussions with a potential provider of
liquidity, either by way of debt or equity funding, to recapitalise the
group. Shareholders are therefore advised to continue exercising caution
when dealing in the company`s securities until such time as a further
announcement is made relating to the company`s financial affairs and the
outcome of the discussions with the potential liquidity provider.
Johannesburg
14 June 2010
Designated Adviser
Vunani Corporate Finance
Date: 14/06/2010 13:39:01 Produced by the JSE SENS Department.
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