| Fri 3 Dec 2010, 15:15 | | DLG - Dialogue - Specific Payment to Shareholders |
|
DLG
DLG
DLG - Dialogue - Specific Payment to Shareholders
Dialogue Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 2005/039219/06)
Share Code: DLG
ISIN: ZAE000083820
("Dialogue" or "the Company")
SPECIFIC PAYMENT TO SHAREHOLDERS
1. INTRODUCTION
1.1 Further to the announcement regarding Dialogue`s disposal of its
interest in ContinuitySA (Proprietary) Limited to CoroCapital Limited
and The Continuity Investment Trust for a total purchase consideration
of R35 million ("the Disposal"), released on SENS on 24 November 2010,
shareholders are hereby advised that, subject to the approval of the
Disposal by Dialogue shareholders, the board of directors ("the
board") has approved a specific payment to Dialogue shareholders by
way of a reduction in the Company`s share premium account in terms of
section 90 of the Companies Act, No. 61 of 1973, as amended ("the
Specific Payment"), subject to legal and tax advice.
1.2 The Specific Payment is a distribution to shareholders of the proceeds
received in respect of the Disposal, and is subject to the approval by
Dialogue shareholders.
1.3 The Specific Payment will result in a total distribution to
shareholders of R37.04 million or 12.38 cents per share.
2. SALIENT DATES
The salient dates in respect of the Specific Payment will be announced in
due course.
3. PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma financial effects of the Specific Payment, as set
out below, are the responsibility of the directors of Dialogue. The
unaudited pro forma financial effects are presented in a manner consistent
with the basis on which the historical financial information has been
prepared and in terms of Dialogue`s accounting policies. The unaudited pro
forma financial effects have been presented for illustrative purposes only
and, because of their nature, may not give a fair reflection of Dialogue`s
financial position, nor of the effect on future earnings after the Specific
Payment.
The table below sets out the unaudited pro forma financial effects of the
Specific Payment, based on the unaudited consolidated interim financial
results for the six months ended 30 June 2010 and on the assumption that:
a. for calculating the earnings per share ("EPS") and headline earnings
per share ("HEPS"), the Specific Payment were effected on 30 June
2010; and
b. for calculating the net asset value per share ("NAV") and net tangible
asset value per share ("NTAV"), the Specific Payment was effected on
30 June 2010.
Unaudited Pro forma % Change Pro forma % Change
Before the After the After the
Disposal Disposal Specific
(cents)1 (cents)2 Payment2
Earnings 12.4 6.6 (46.8) 5.7 (13.6)
per
share(2)
Headline 1.1 0.7 (36.4) (0.2) (128.6)
earnings
per
share(2)
Net asset 26.3 20.9 (20.5) 8.0 (61.7)
value per
share(3)
Net 10.4 20.3 95.2 8.0 (60.6)
tangible
asset
value per
share(4)
Notes
1. Extracted from the published unaudited interim financial statements of
Dialogue for the six months ended 30 June 2010.
2. Adjusted to reflect the effects of the Specific Payment, namely: the
reduction of cash in bank and share premium as a result of the
Specific Payment and the reversal of the interest earned on the cash
received from the Disposal and the disposal of CallForce (Proprietary)
Limited (as announced on SENS on 5 November 2010) (assuming the
Specific Payment does proceed).
3. Calculation based on a weighted average of 299 074 619 shares in issue
during the six months ended 30 June 2010.
4. Calculation based on 299 074 619 shares in issue at 30 June 2010.
No taxation was provided for on the pro forma effects due to an assessed
loss in Dialogue.
4. DOCUMENTATION
A circular containing full detail of the Disposal and the Specific Payment
will be posted to shareholders in due course, and will incorporate a notice
convening a special meeting of shareholders to approve the Disposal and the
Specific Payment.
Johannesburg
3 December 2010
Designated advisor: PSG Capital (Proprietary) Limited
Date: 03/12/2010 15:15:59 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.
