| Thu 23 Dec 2010, 17:07 | | WTL - William Tell Holdings - Disposal by William Tell of Its De-Commissioned |
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WTL
WTL
WTL - William Tell Holdings - Disposal by William Tell of Its De-Commissioned
Booysens Chipboard Manufacturing Plant
WILLIAM TELL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 2004/030045/06)
Share Code: WTL ISIN: ZAE000098133
("William Tell" or "the Company")
DISPOSAL BY WILLIAM TELL OF ITS DE-COMMISSIONED BOOYSENS CHIPBOARD
MANUFACTURING PLANT
1. THE DISPOSAL
Shareholders are referred to the annual report in which disclosure was
made of the group`s strategy of consolidating its manufacturing
activities on the new Chamdor site and that the original plant at
Booysens was being held for sale. Shareholders are hereby advised that
William Tell has concluded an agreement dated 21 December 2010 ("the
agreement") whereby it will dispose of the chipboard manufacturing plant
originally situated in Booysens, Johannesburg, held by its wholly-owned
subsidiary, William Tell Industries (Proprietary) Limited, to a
Brazilian company, Soroteca Industrializacao de Madeiras Ltda ("the
purchaser") ("the disposal"). The effective date of the disposal is 21
December 2010.
2. RATIONALE FOR THE DISPOSAL
The plant is shown as a non-current asset held for sale on the Company`s
balance sheet as at 30 June 2010. The disposal is in line with the
Company`s long term strategy of consolidating all its operations on the
new Chamdor site and disposal of plant and equipment not currently in
active production in the group nor anticipated for future re-
commissioning.
3. DISPOSAL CONSIDERATION AND APPLICATION THEREOF
3.1 Disposal Consideration
The total disposal consideration in respect of the plant is R11 526 930
("the disposal consideration"), which has been settled in cash by 22
December 2010.
The disposal consideration includes an amount of R 3 526 930 related to
dismantling, transportation and storage costs which were incurred in
preparing the plant for shipment to the purchaser.
The capital proceeds on the sale amount to R 8 000 000, being the
carrying value of the plant held for sale at 30 June 2010.
3.2 Application of proceeds
The Company will be utilising the capital proceeds received on the sale
of the plant to fund working capital requirements. The balance will be
utilised to close open commitments to the parties involved in the
dismantling and preparation of the plant for export.
4. FINANCIAL EFFECTS
4.1 The unaudited pro forma financial effects on William Tell before and
after the disposal, set out in the table below, are the responsibility
of the Company`s directors and have been prepared for illustrative
purposes only to show how the disposal may have affected William Tell`s
results for the year ended 30 June 2010, based on the assumptions that:
4.1.1 for purposes of the earnings and headline earnings per share
calculations (basic and diluted), the disposal was effective
from 1 July 2009; and
4.1.2 for purposes of the net asset value and tangible net asset
value per share calculations, the disposal was effected on 30
June 2010.
4.2 It should be noted that the unaudited pro forma financial effects have
been prepared on William Tell`s audited results for the year ended 30
June 2010, taking into consideration the disposal and because of their
nature, may not fairly reflect William Tell`s financial performance and
position after the disposal.
Audited Pro forma Change(%)
Before the After the
disposal(1) disposal
(cents) (cents)
Loss per share (basic and (16.6) (15.9) 4.2
diluted)(2)
Headline loss per share (basic (2.5) (1.9) 24.0
and diluted)(2)
Net and net tangible asset 153 153 0.0
value per share(3)
Weighted average number of 125 000 125 000 0
shares in issue (`000)
Actual number of shares in 125 000 125 000 0
issue (`000)
Notes:
(1) Extracted from the published audited consolidated
financial statements of William Tell for the year ended 30 June 2010.
(2) Adjustments reflect the once-off effects of the disposal,
namely: no capital gain on the disposal of the plant, interest earned
on surplus funds at a pre-tax return of 5.3%, totalling R 0,429
million, insurance saved of R 0,063 million and rent incurred of R
0,599 million for the financial year ended 30 June 2010.
(3) Calculation based on a weighted average of 125 million shares in
issue during the financial year ended 30 June 2010.
5. CONDITIONS PRECEDENT
As all the suspensive conditions of the agreement have been fulfilled,
the disposal is unconditional.
6. CATEGORISATION
In terms of the Listings Requirements of the JSE Limited, the disposal
is deemed to be a Category 2 transaction and therefore does not require
shareholder approval.
Johannesburg
23 December 2010
Designated Advisor: PSG Capital (Proprietary) Limited
Date: 23/12/2010 17:07:01 Produced by the JSE SENS Department.
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