| Tue 14 Sep 2010, 11:03 | | MCU - M Cubed Holdings Limited - Capital Reduction out of share premium and |
|
MCU
MCU
MCU - M Cubed Holdings Limited - Capital Reduction out of share premium and
specific repurchase of shares from The M Cubed share option trust
M Cubed Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1998/014568/06
Share code: MCU
ISIN: ZAE000033353
("m Cubed" or "the Company")
CAPITAL REDUCTION OUT OF SHARE PREMIUM AND SPECIFIC REPURCHASE OF SHARES FROM
THE M CUBED SHARE OPTION TRUST
1 CAPITAL REDUCTION
Shareholders of m Cubed are hereby advised that the board of directors has
approved a cash distribution (in lieu of a dividend) by way of a reduction
of capital out of the share premium of the Company, of 19 cents per share,
to m Cubed shareholders recorded in the register on Friday, 22 October
2010, ("the specific payment").
The salient dates of the specific payment are as follows:
Last day to trade cum the Friday, 15 October 2010
specific payment
Shares commence trading ex Monday, 18 October 2010
the specific payment
Record date Friday, 22 October 2010
Payment date Monday, 25 October 2010
Share certificates may not be dematerialized or rematerialized between
Monday, 18 October 2010 to Friday, 22 October 2010, both days inclusive
The specific payment is in line with the unwinding strategy of the board of
directors and represents a continuation of the process of unlocking and
realizing value for m Cubed shareholders by distributing available cash
resources to shareholders.
2 SPECIFIC REPURCHASE OF SHARES FROM THE M CUBED SHARE OPTION TRUST
Shareholders are further advised that the Company will undertake a specific
repurchase ("the specific repurchase") of shares from the m Cubed Share
Option Trust ("the Trust"). The Trust currently holds 10 112 517 m Cubed
ordinary shares (constituting 1.35% of the Company`s issued share capital),
which the Company wishes to repurchase at the nominal value thereof, being
one cent per share. Subsequent to the specific repurchase been affected,
the repurchased shares will be cancelled and the Trust terminated.
3 GENERAL MEETING
The specific payment and specific repurchase is subject to the passing of
the requisite ordinary and special resolutions at the general meeting to be
held at 11:00 on 7 October 2010. A circular containing full details of the
specific payment, specific repurchase and convening the general meeting
will be posted to shareholders on or about 15 September 2010.
4 PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma financial effects of the specific payment and
specific repurchase based on the audited financial information of m Cubed
for the year ended 28 February 2010, are set out below and are the
responsibility of the directors of m Cubed. These unaudited pro forma
financial effects have been presented for illustrative purposes only and,
due to their nature, may not fairly present m Cubed`s financial position,
changes in equity, results of operations or cash flows post the
implementation of the specific payment to m Cubed shareholders.
Due to the fact that the m Cubed Share Option Trust is fully consolidated
into the Company, there are no material pro forma financial effects to the
specific repurchase of shares from the m Cubed Share Option Trust.
The table below sets out the unaudited pro forma financial effects of the
specific payment and specific repurchase on m Cubed as at 28 February 2010.
Before Pro Pro Increase/
(Cents) Forma Forma (Decrease)
(1) after after (%)
A the the (C-A)/A
specific specific
repurcha payment
se (Cents)
(Cents) C
B
Earnings per share (2) 1.8 1.8 0.9 (50.0%)
Diluted earnings per 1.8 1.8 0.9 (50.0%)
share (2)
Headline earnings and 0.7 0.7 (0.3) (142.9%)
diluted headline earnings
per share (2)
Net Asset Value per share 29.1 29.1 10.1 (65.3%)
(3)
Tangible Net Asset Value 29.1 29.1 10.1 (65.3%)
per share (3)
Weighted average number 738,537 738,537 738,537
of shares (`000)
Number of shares (`000) 738,537 738,537 738,537
Notes:
1 The "Before" column has been extracted from the published audited
results of m Cubed for the year ended 28 February 2010.
2 For the purposes of calculating pro forma earnings, it has been
assumed that the specific payment and specific repurchase was effected
on 1 March 2009.
3 For the purposes of calculating pro forma net asset values, it has
been assumed that the specific payment and specific repurchase was
affected on 28 February 2010.
4 The reduction in the share premium account of R140,322,122 has been
calculated at 19 cents per share multiplied by the number of shares in
issue, excluding treasury shares held by the Company and the m Cubed
Share Option Trust of 11 462 517 shares as at 28 February 2010.
5 Non-recurring transaction costs of R133,400 have been expensed.
6 Due to the fact that the m Cubed Share Option Trust is fully
consolidated into the Company, there are no material pro forma
financial effects of the specific repurchase of shares from the m
Cubed Share Option Trust.
7 The specific repurchase of shares will be made out of excess available
cash resources. The specific repurchase increases cash of the m Cubed
Share Option Trust by R101 125 and decreases cash for m Cubed Holdings
by R101 125. As the Trust is fully consolidated the net effect is thus
zero on a group level.
14 September 2010
Stellenbosch
Sponsor
PSG Capital (Pty) Limited
Date: 14/09/2010 11:03:01 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.
