| Mon 18 Apr 2011, 17:47 | | PNG - Pinnacle Point Group - Proforma financial effects of the claw back offer |
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PNG
PNG
PNG - Pinnacle Point Group - Proforma financial effects of the claw back offer
and withdrawal of the cautionary announcement in relation to the claw back offer
PINNACLE POINT GROUP LIMITED
(Registration Number: 2000/000059/06)
ISIN code: ZAE000127122 Share code: PNG
("Pinnacle Point" or "the Company")
PROFORMA FINANCIAL EFFECTS OF THE CLAW BACK OFFER AND WITHDRAWAL OF THE
CAUTIONARY ANNOUNCEMENT IN RELATION TO THE CLAW BACK OFFER
TERMS OF CLAW BACK OFFER AND JURISDICTION
Shareholders are referred to the cautionary announcements dated, 30 December
2010 and 14 February 2011 and are advised that the Company will proceed with the
renounceable Claw Back Offer of 1 300 000 000 claw back shares in the ratio of
18.54197 (eighteen point five four one nine seven) new Pinnacle ordinary share
for every 100 Pinnacle ordinary shares held at 1 cent per share.
The Claw Back offer will not constitute an offer to any person in jurisdictions,
other than South Africa and Nigeria, that may be restricted by law and failure
to comply with any of those restrictions may constitute a violation of the laws
of any such jurisdiction.
The Shares issued in terms of the Claw Back Offer will not be registered for
purposes of the Claw Back Offer with the Securities and Exchange Commission,
Washington, D.C., the Canadian Provincial Securities Commission or the
Australian Securities Commission under the Australian Corporation Law, as
amended. The Claw Back Offer will not be made to, or be open for acceptance by
persons with registered addresses in the United States of America or any of its
territories, dependencies, possessions or commonwealths or in the District of
Columbia or in the Dominion of Canada or in the Commonwealth of Australia, its
states, territories or possessions or in Japan or in any other jurisdiction in
which it is illegal to make such an offer.
EXCESS APPLICATIONS
Excess applications will not be allowed by the Company as this is a claw back
offer.
PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects of the claw back offer are detailed below.
Unaudited Pro forma Percentage
Before the After the change
Claw Back Claw Back
Offer Offer
Basic loss per share (cents) -0.99 -0.84 15.65%
Diluted loss per share (cents) -0.99 -0.84 15.65%
Headline loss per share -0.99 -0.84 15.65%
(cents)
Diluted headline loss per -0.99 -0.84 15.65%
share (cents)
Net asset value per share 10.65 9.13 -14.30%
(cents)
Tangible net asset value per 10.52 9.02 -14.28%
share (cents)
Issued shares ( `000) 7 006 622 8 306 622 18.55%
Weighted average number of 7 006 622 8 306 622 18.55%
shares in issue - diluted and
undiluted (`000)
Notes and assumptions:
1 The unaudited financial information has been extracted from the published
unaudited interim financial results of Pinnacle Point for the six months
ended 31 August 2010.
2 The pro forma adjustments to the above have been calculated on the
assumption that the proceeds from the Claw Back Offer were received on 1
March 2010 for income statement purposes and on 31 August 2010 for balance
sheet purposes and that the proceeds were used to repay debt.
3 An issue price of 1 cent per Share has been used for the pro forma
adjustments with 1 300 000 000 Shares being issued for a total quantum of
R13 million.
4 No interest impact on the income statement has been calculated due to the
assumption that the proceeds will be used to reduce trade creditors. This
is not expected to have a continuing effect on the results of the Group.
No interest is calculated on surplus cash funds. This is in accordance
with SAICA Guide on Pro Forma Financial Information (issued September
2009), paragraph 82.
5 Estimated transaction costs of R1 million, relating to the Claw Back Offer,
have been taken into account in determining the financial effects. These
costs have been assumed to reduce share premium and will not have a
continuing effect on the Group.
6 No tax has been assumed due to the majority of costs not qualifying as tax
deductable expenses.
SALIENT DATES AND TIMES
The salient dates of the Claw Back offer will be announced on SENS following the
approval by the JSE of the Claw Back offer circular.
CIRCULAR TO SHAREHOLDERS
A circular containing full details of the Claw Back offer is in the process of
being finalised and will be posted to shareholders following registration of the
circular and letter of allocation with CIPRO.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that pursuant to the release of this announcement, the
cautionary announcement relating specifically to the claw back offer is hereby
withdrawn.
JOHANNESBURG
18 April 2011
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Date: 18/04/2011 17:47:01 Produced by the JSE SENS Department.
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