| Tue 28 Jun 2011, 16:21 | | SKY - Sea Kay Holdings Limited - Financial effects of the sale of shareholding |
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SKY
SKY
SKY - Sea Kay Holdings Limited - Financial effects of the sale of shareholding
in Business Venture Investments, updates on the Silver Falcon, Sedibeng and
equipment disposals and renewal of cautionary announcement
SEA KAY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/004967/06)
JSE code: SKY
ISIN: ZAE000102380
("Sea Kay" or "the company" or "the group")
FINANCIAL EFFECTS OF THE SALE OF SEA KAY`S SHAREHOLDING IN BUSINESS VENTURE
INVESTMENTS NO 2000 (PTY) LIMITED, UPDATE ON THE SALE OF SILVER FALCON TRADING
487 (PTY) LIMITED, SERISO 474 (PTY) LIMITED AND CERTAIN EQUIPMENT AND RENEWAL OF
THE CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are referred to the announcement, dated 5 May 2011, which dealt
with the finalisation of the agreements relating to:
* the sale of the entire issued share capital of Silver Falcon Trading 487
(Pty) Limited;
* the sale of the entire issued share capital of Seriso 474 (Pty) Limited,
trading as Sedibeng Bricks;
* the sale of certain equipment owned by Sea Kay Engineering Services (Pty)
Limited (collectively "the transactions"); and
* the sale by Sea Kay Property Development (Pty) Limited, a wholly owned
subsidiary of Sea Kay, of its 50% stake in Business Venture Investments No
2000 (Pty) Limited ("BVI 2000") ("the BVI 2000 transaction").
CONDITIONS PRECEDENT RELATING TO THE TRANSACTIONS
The condition precedent pertaining to the date by which all regulatory approvals
were to be obtained is no longer capable of being met and Sea Kay is seeking an
extension of this condition precedent from 30 June 2011, as originally agreed,
to a later date as well as an extension of the date by which Sea Kay must obtain
irrevocable commitments to vote in favour of the transactions from shareholders
representing more than 50% of the shares held by the independent shareholders of
Sea Kay (as the irrevocable commitments initially obtained in terms of the
agreements have effectively expired).
FINANCIAL EFFECTS OF THE BVI 2000 TRANSACTION
The unaudited pro forma financial effects of the BVI 2000 transaction, for which
the directors are responsible, are provided for illustrative purposes only to
show the effect of the BVI 2000 transaction on loss per share ("LPS") and
headline loss per share ("HLPS") as if the BVI 2000 transaction had occurred on
1 July 2010 and on net asset value per share ("NAVPS") and net tangible asset
value per share ("NTAVPS") as if the BVI 2000 transaction had occurred on 31
December 2010. Because of their nature, the unaudited pro forma financial
effects may not give a fair presentation of the group`s financial position and
performance. The unaudited pro forma financial effects have been compiled from
the reviewed financial results for the six months ended 31 December 2010 and are
presented in a manner consistent with the format and accounting policies adopted
by Sea Kay and have been adjusted as described in the notes below:
After the
Before BVI 2000 %
(Note 1) transaction change
LPS (cents) (Note 2) (1.99) (0.97) (51.3)
HLPS (cents) (Note 2) (1.79) (1.86) 3.9
NAVPS and NTAVPS (cents) (Note 3) 11.00 12.02 9.3
Number of shares in
issue and weighted
average number of shares (`000) 488 864 488 864 -
Notes:
1 The "Before" column has been extracted from the reviewed results of Sea Kay
for the six months ended 31 December 2010.
2 The LPS and HLPS effects, as reflected in the "Adjustments relating to the
BVI 2000 transaction" column, are based on the following assumptions and
information:
- BVI 2000 was dormant during the six months ended 31 December 2010;
- the proceeds of the disposal of R3.5 million were utilised in the
working capital cycle;
- a profit of R5.3 million was recognised on the sale of BVI 2000, which
profit is excluded when calculating HLPS;
- transaction costs of R0.35 million were paid on 1 July 2010; and
- all adjustments are regarded as non-continuing.
3 NAVPS and NTAVPS effects, as reflected in the "After the BVI 2000
transaction" are based on the assumption that the disposal proceeds were
utilised in the working capital cycle, the profit on sale was recognised
and transaction costs were paid on 31 December 2010 as described above.
4 The pro forma financial information was prepared in accordance with the
policies adopted in presenting the unadjusted financial information of Sea
Kay at 31 December 2010 or for the six-month period then ended.
RENEWAL OF THE CAUTIONARY ANNOUNCEMENT
Shareholders are advised to continue exercising caution when dealing in the
company`s securities until a further announcement regarding the transactions is
made.
Johannesburg
28 June 2011
Sponsor
Vunani Corporate Finance
Date: 28/06/2011 16:21:01 Produced by the JSE SENS Department.
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