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AND
AND
AND - Andulela Investment Holdings Limited - Financial effects of the
acquisition by Andulela of Gibbsteel and withdrawal of cautionary announcement
Andulela Investment Holdings limited
(Incorporated in the Republic of South Africa)
(Registration number: 1950/037061/06)
Share code: AND ISIN: ZAE000125894
("Andulela" or "the company")
FINANCIAL EFFECTS OF THE ACQUISITION BY ANDULELA OF GIBBSTEEL AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
Shareholders are referred to the announcement dated 1 February 2011,
relating to the acquisition by Andulela of the business (including the
assets and liabilities) indivisibly as a going concern ("the transaction")
of Gibbsteel (Pty) Limited ("Gibbsteel").
2 UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The unaudited pro forma financial effects, for which the directors are
responsible, are provided for illustrative purposes only to show the effect
of the transaction on earnings and headline earnings as if the transaction
had taken effect on 1 January 2010 and on net asset value and net tangible
asset value per share as if the transaction had taken effect on 30 June
2010. Because of their nature, the unaudited pro forma financial effects
may not give a fair presentation of the company`s financial position and
performance. The unaudited pro forma financial effects have been compiled
from the unaudited consolidated financial statements for the year ended 30
June 2010 and are presented in a manner consistent with the format and
accounting policies adopted by the company and have been adjusted as
described in the notes below:
Reviewed Unaudited Unaudited (%)
Before Adjusted After Change
Before
Earnings per share -20.29 -22.42 -21.16 5.62
(cents)
Headline earnings per -1.11 -1.11 -0.96 13.51
share (cents)
Net asset value per 7.76 7.76 8.65 11.47
share (cents)
Net tangible asset value -2.84 -2.84 -2.06 27.46
per share (cents)
Weighted average number 1 009 223 1 009 223 1 065 473
of shares in issue
(000`s)
Shares in issue at year 3 950 660 3 951 660 4 063 160
end (000`s)
Notes:
i The "Reviewed Before" column reflects the 2nd period reviewed interim
results of Andulela for the 12 months ended 30 June 2010.
ii The "Unaudited Adjusted" column reflects the reviewed interim results of
Andulela for the 2nd six month period ended 30 June 2010, following the
change of the year end of the company from 30 June to 31 December. This was
calculated by extracting the actual results for the period 1 January 2010
to 30 June 2010.
iii Net asset and tangible net asset value calculations were completed assuming
the transaction was concluded at the balance sheet date of 30 June 2010.
iv The unaudited interim results of Gibbsteel for the six months ended 31
August 2010 has been extracted from the unaudited management accounts of
Gibbsteel for the above period. Management of Andulela has satisfied
themselves with the quality of the management accounts.
v The pro forma financial effects in the "Unaudited After" column are based
on the following assumptions:
- 112 500 000 ordinary shares were issued on 1 January 2010 to the
seller for a total value of R45 000 000.
- A cash payment of R35 000 000 was made to the seller on 1 January
2010.
- An amount of R 375 000 was paid to Gibbsteel on 1 January 2010 in
terms of the quarterly restraint of trade payment clause in the
agreement.
- The net profit after tax attributable to business of Gibbsteel for the
six months ended 31 August 2010 amounted to R974 000;
- The Tangible net asset value attributable to Gibbsteel as at 31 August
2010 amounted to R63 225 million, and goodwill of R16 775 million was
raised as a result of the transaction; and
- Once-off transaction costs of R756 000 were provided for.
- The "% Change" column has been calculated with reference to the
"Unaudited Adjusted Before the transaction" column.
3 CONDITIONS PRECEDENT
Shareholders will be advised when all conditions precedent has been
fulfilled and the transaction becomes effective.
4 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The cautionary announcement relating to the above acquisition is hereby
withdrawn.
Johannesburg
18 March 2011
Corporate adviser and transaction sponsor
Vunani Corporate Finance
Sponsor
Investec Bank Limited
Attorneys
Glyn Marais Incorporated
Date: 18/03/2011 10:48:01 Produced by the JSE SENS Department.
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