| Mon 6 Dec 2010, 15:06 | | SBV/SVN - Sabvest Limited - Specific issue of N ordinary shares for cash in |
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SBV SVN
SBV
SBV/SVN - Sabvest Limited - Specific issue of "N" ordinary shares for cash in
Sabvest Limited the proposed transaction
SABVEST LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1987/003753/06
Share code: SBV - ordinary shares
ISIN: ZAE000006417
Share code: SVN - "N" ordinary shares
ISIN: ZAE000012043
("Sabvest" or "the Company")
SPECIFIC ISSUE OF "N" ORDINARY SHARES FOR CASH IN SABVEST LIMITED
THE PROPOSED TRANSACTION
1. DETAILS RELATING TO THE PROPOSED TRANSACTION
Shareholders are advised that the directors of the Company
propose, subject to shareholder approval being obtained, to
issue 500 000 new Sabvest "N" ordinary shares ("the "N"
ordinary shares") for cash, from its authorised but unissued
ordinary "N" share capital, to Carl Philip Coutts-Trotter
("Carl"), a director of the Company, at a subscription price
of R5,20 cents per "N" ordinary share, (being the full volume
weighted average price of an "N" ordinary share for the 30
business days prior to the date on which the agreement was
signed, being 1 November 2010) ("the specific issue"). The
"N" ordinary shares to be issued to Carl in terms of the
specific issue will be listed on the JSE once they have been
issued, on or about Friday, 24 December 2010.
2. FINANCIAL EFFECTS OF THE SPECIFIC ISSUE
The table below sets out the pro forma financial effects of
the specific issue on the earnings, headline earnings, net
asset value and net tangible asset value per share in Sabvest
based on the unaudited financial statements of the Company
for the six months ended on 30 June 2010. The financial
effects are the responsibility of the directors of the
Company, are prepared for illustrative purposes only and,
because of their nature, may not fairly present the financial
position of the Company, changes in its equity or the results
of its operations or cash flows after the specific issue. The
report by the independent reporting accountants regarding
these financial effects is reproduced in Annexure 2 of the
circular to be posted to shareholders as provided below. As
the subscription price is at the full volume weighted average
price of an "N" ordinary share for the 30 business days prior
to the date of the agreement, no fairness opinion from an
independent expert is required.
Before the After the
specific specific Percentage
issue issue change
(cents)(1) (cents) (decrease)
Earnings per share - cents 43,2 42,6 (2) (1,4)
Headline earnings per
share - cents 42,7 42,4 (2) (0,7)
Net asset value per
share - cents 850 846 (3) (0,5)
Net tangible asset value per
share - cents 843 839 (3) (0,5)
Number of ordinary and "N"
ordinary shares
in issue (000s) 45 820 46 320
Weighted number of ordinary
and "N" ordinary shares
in issue (000s) 45 864 46 364
Notes:
1. The figures in the "Before the specific issue" column are
extracted from the published financial results of Sabvest
for the six months ended 30 June 2010.
2. The earnings per share and the headline earnings per share
in the "After the specific issue" column are based on the
assumption that the specific issue was effective on 1
January 2010.
3. Net asset value per share and the net tangible asset value
per share in the "After the specific issue" column are based
on the assumption that the specific issue was effective on
30 June 2010.
4. Transaction costs of R228 716,38 have been taken into
account.
5. There are no material post-balance sheet/subsequent events
which require adjustment in terms of IFRS or in respect of
previously published financial effects or in respect of any
post-balance sheet corporate action and accordingly no
adjustment has been made to the financial effects.
3. POSTING OF THE CIRCULAR AND GENERAL MEETING OF SHAREHOLDERS
A circular will be posted to shareholders on 7 December 2010 regarding the
specific issue. A general meeting of shareholders of Sabvest will be convened on
Wednesday, 22 December 2010 at 08:30 in the boardroom at 4 Commerce Square, 39
Rivonia Road, Sandhurst 2196 at which shareholders will be requested to consider
and, if deemed fit, pass with or without modification the resolutions required
to implement the specific issue.
Sandhurst
6 December 2010
Merchant bank and sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Reporting accountants
Deloitte & Touche
Registered Auditors
Legal advisor
Edward Nathan Sonnenbergs Inc
Date: 06/12/2010 15:06:03 Produced by the JSE SENS Department.
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