| Thu 11 Nov 2010, 15:05 | | CND - Acquisition by Conduit of 20.5% of the ordinary share capital of |
|
CND
CND
CND - Acquisition by Conduit of 20.5% of the ordinary share capital of
Amalgamated Electronic Corporation Limited
Conduit Capital Limited
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)
Share code: CND ISIN: ZAE000073128
("Conduit" or "the group")
ACQUISITION BY CONDUIT OF 20.5% OF THE ORDINARY SHARE CAPITAL OF
AMALGAMATED ELECTRONIC CORPORATION LIMITED
1. INTRODUCTION
Shareholders are advised that Conduit has acquired 15 987 449 ordinary shares in
Amalgamated Electronic Corporation Limited ("Amecor") (representing 21.2% of
Amecors`s ordinary shares in issue, net of treasury shares) on the open market
for a total purchase consideration of R21.294 million (``the acquisition``).
Conduit is an investment holding company which, through its subsidiaries,
operates in the insurance and risk, financial services and private equity arena.
2. THE ACQUISITION
2.1 Nature of Amecor
Amecor, which listed in 2005 in the "Electronic and Electrical Equipment"
sector of the main board of the JSE Limited ("JSE"), is the holding company
of a number of businesses specialising in the design, manufacture and
distribution of electronic security solutions, radio frequency networks,
alternative power and power optimisation machinery to the domestic,
corporate and industrial sectors in South Africa, neighbouring territories
and the overseas market.
2.2 Rationale for the acquisition
As an investment holding company, the acquisition signifies an important
development in both furthering Conduit`s private equity interests and
diversifying the group`s interests in pertinent sectors of the economy.
Furthermore, it promotes operational diversity and increases earnings by
approximately 0.8 cents per share in terms of the pro forma financial
effects calculation as illustrated in section 3.
2.3 Purchase consideration and effective date
The 20.5% stake in Amecor was acquired on 10 November 2010, being the
effective date of the acquisition, at an average price of 133.19 cents per
ordinary share. The total aggregate consideration of R21.294 million was
settled in cash from Conduit`s existing cash resources.
2.4 Conditions precedent
The acquisition was not subject to any conditions precedent.
3. PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION
The table below sets out the unaudited pro forma financial effects of the
acquisition on Conduit`s earnings per share, headline earnings per share, net
asset value per share and tangible net asset value per share.
The unaudited pro forma financial effects have been prepared to illustrate the
impact of the acquisition on the reported financial information of Conduit for
the six months ended 28 February 2010, had the acquisition occurred on 1
September 2009 for statement of comprehensive income purposes and on 28 February
2010 for statement of financial position purposes.
The unaudited pro forma financial effects have been prepared using accounting
policies that comply with International Financial Reporting Standards and that
are consistent with those applied in the audited financial statements of Conduit
for the year ended 31 August 2009.
The unaudited pro forma financial effects, which are the responsibility of the
directors, are provided for illustrative purposes only and, because of their pro
forma nature, may not fairly present Conduit`s financial position, changes in
equity, results of operations or cash flow.
Before the After the Change
acquisition acquisition (%)
Basic earnings per share for 2.78 3.58 28.78
six months (cents)
Headline earnings per share for 2.36 3.17 34.32
six months (cents)
Net asset value per share 95.06 95.03 (0.03)
(cents)
Tangible net asset value per 76.57 76.54 (0.04)
share (cents)
Weighted average number of 250 277 250 277 -
shares in issue (000`s)
Notes:
1. The amounts in the "Before the acquisition" column have been extracted
from the unaudited results of Conduit for the six months ended 28
February 2010.
2. The amounts in the "After the acquisition" column reflect the
financial effects of the acquisition on Conduit.
3. The effects on basic earnings per share and headline earnings per
share are calculated based on the assumption that the acquisition was
effected on 1 September 2009.
4. The effects on net asset value per share and tangible net asset value
per share are calculated based on the assumption that the acquisition
was effected on 28 February 2010.
4. CLASSIFICATION OF THE ACQUISITION
The acquisition is classified as a Category 2 announcement in terms of the
Listings Requirements of the JSE.
Johannesburg
11 November 2010
Sponsor
Merchantec Capital
Date: 11/11/2010 15:05:02 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.
