| Thu 14 Apr 2011, 16:14 | | CSB - Cashbuild Limited - Announcement regarding the acquisition of the |
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CSB
CSB
CSB - Cashbuild Limited - Announcement regarding the acquisition of the
remaining 50% shareholding in Cashbuild
Cashbuild Limited
(Incorporated in the Republic of South Africa)
(Registration number 1986/001503/06)
Share code: CSB ISIN: ZAE000028320
("Cashbuild" or "the Company")
ANNOUNCEMENT REGARDING THE ACQUISITION OF THE REMAINING 50% SHAREHOLDING IN
CASHBUILD (SWAZILAND) (PROPRIETARY) LIMITED AND A RELATED PROPERTY ACQUISITION
1. Introduction
Cashbuild shareholders are advised that:
1.1 Cashbuild Management Services (Proprietary) Limited ("CMS"), a
wholly-owned subsidiary of Cashbuild, has entered into a sale of
shares agreement with Swaki Investment Corporation Limited ("Swaki")
in terms of which CMS will acquire the remaining 50% shareholding in
Cashbuild (Swaziland) (Proprietary) Limited ("CBSZ") that Cashbuild
does not already own ("the Acquisition"); and
1.2 further, CBSZ has entered into a sale of property agreement with
Suzprop Limited ("Suzprop"), a wholly owned subsidiary of Swaki, to
acquire Portion 143 of the Farm Number 2, Hhohho District, Swaziland
("the Property") ("the Property Acquisition"). The Property is
currently the trading site for the Cashbuild store in Mbabane,
Swaziland,
(collectively "the Transaction").
The effective date of the Transaction is 28 February 2011.
2. Information on CBSZ and rationale for the Transaction
CBSZ is a retailer of quality building materials and associated products
in Swaziland, selling directly to a cash-paying customer base.
The Transaction was concluded due to Cashbuild and its partner, Swaki
pursuing different strategic objectives. Cashbuild remains committed to
Swaziland and will endeavour to search for a new local partner.
3. Purchase consideration for the Transaction
The aggregate purchase consideration for the Transaction ("the Purchase
Consideration") is R70 000 000 and is to be settled in cash out of
current cash resources. The Purchase Consideration is payable as follows:
3.1 R62 210 000 payable for the Acquisition; and
3.2 R7 790 000 payable for the Property Acquisition.
4. Conditions precedent
4.1 The Acquisition is subject to fulfilment of the following conditions
precedent:
- the approval of the Land Speculation Control Board of the Property
Acquisition; and
- the notification of the Acquisition to the Swaziland Competition
Commission.
4.2 The Property Acquisition is subject to fulfilment of the following
condition precedent:
- the obtaining of all necessary consents for the transfer of the
Property, including the consent by the Land Speculation Control
Board.
5. Unaudited pro forma financial effects ("Financial Effects") of the
Transaction
Based on Cashbuild`s audited group interim results for the six months
ended 31 December 2010, the Financial Effects of the Transaction on
Cashbuild`s earnings per share ("EPS"), headline earnings per share
("HEPS"), net asset value per share ("NAV") and net tangible asset value
("NTAV") are set out below.
The Financial Effects are prepared for illustrative purposes only, and
because of their nature, may not give a fair presentation of Cashbuild`s
financial position or the effect and impact of the Transaction. The
Financial Effects are the responsibility of Cashbuild`s board of
directors.
Before the After the Change
Transaction(1) Transaction %
EPS(2) (4) (cents) 275.2 299.1 9
HEPS(2) (cents) 280.5 304.5 9
NAV(3) (cents) 3 210.2 3 117.1 (3)
NTAV(3) (cents) 3 075.9 2 982.7 (3)
Shares in issue (`000) 25 190 25 190
Weighted average number of
shares in issue (`000) 22 707 22 707
Notes:
1. Based on Cashbuild`s interim results for the six months ended 31
December 2010.
2. In calculating the Financial Effects on EPS and HEPS, it was assumed
that the Transaction was implemented on 1 July 2010 for income
statement purposes.
3. In calculating the Financial Effects on NAV and NTAV, it was assumed
that the Transaction was implemented on 31 December 2010 for
statement of financial position purposes, based on the weighted
average number of shares in issue.
4. The effect of the Transaction on the statement of financial position
is that, cash and cash equivalents will reduce by R70 million to R
733 million (9%), share capital and reserves will reduce by R21
million to R708 million (3%), non-controlling interests will reduce
by R41 million (82%) and property, plant and equipment will increase
by R8 million to R498 million (2%).
5. The impact on the income statement for the six months ended 31
December 2010 is an increase in earnings attributable to the owners
of the Company of R5 million (9%).
6. Small related party transaction
As Cashbuild is transacting with a material shareholder of CBSZ, the
Transaction is considered a small related party transaction in terms of
the JSE Limited ("JSE") Listings Requirements. Cashbuild have accordingly
appointed an independent expert, Deloitte & Touche, to review the terms
of the Transaction.
Deloitte & Touche have reviewed the terms and conditions of the
Transaction and are of the opinion that these terms and conditions are
fair to Cashbuild shareholders. Deloitte & Touche has expressed this
opinion in writing and such opinion is available for inspection at the
Company`s registered office for a period of 28 days from the date of this
announcement.
7. Specific information relating to the Property
Details of the Property are set out below:
Property Location Sector Gross Single Weighte Total Value of
lettable or multi- d purchase Property
area m2 tenanted average price of Rm (1)
rental Property
per m2 Rm
R
Portion Mbabane, Industri 1 199 Single 60 7.79 7.79
143 of Swazilan al
the Farm d
Number
2,
Hhohho
District
,
The value of the Property of R7.79 million was arrived at by an independent
registered valuer, Consortium Projects (Proprietary) Limited, as at 30
December 2010.
8. Categorisation
The Transaction constitutes a Category 2 transaction in terms of the JSE
Listings Requirements.
14 April 2011
Johannesburg
Investment bank and sponsor
Nedbank Capital
Independent expert
Deloitte & Touche
Date: 14/04/2011 16:14:01 Produced by the JSE SENS Department.
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