| Thu 14 Jul 2011, 14:20 | | PSV - PSV Holdings Limited - Financial effects of the disposal of Group Line |
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PSV
PSV
PSV - PSV Holdings Limited - Financial effects of the disposal of Group Line
Projects (Proprietary) Limited and further cautionary announcement
PSV HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/004365/06)
JSE code: PSV
ISIN: ZAE000078705
("PSV" or "the company")
FINANCIAL EFFECTS OF THE DISPOSAL OF GROUP LINE PROJECTS (PROPRIETARY) LIMITED
AND FURTHER CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are referred to the announcement, dated 10 June 2011, regarding the
disposal by PSV in terms of the Sale and Purchase of Shares Agreement with Group
Line Projects (Proprietary) Limited ("Group Line") a wholly owned subsidiary of
PSV, and Wonderstone Limited ("Wonderstone")a wholly owned subsidiary of Assore
Limited ("Assore") in terms of which PSV will dispose of the entire issued share
capital of Group Line and assign all its rights, title and interest in and to
the Intellectual Property owned by PSV in respect of Group Line, to Wonderstone,
for R35 million ("the transaction").
UNAUDITED FINANCIAL EFFECTS OF THE TRANSACTION
The unaudited pro forma financial effects of the transaction, for which the
directors are responsible, are provided for illustrative purposes only to show
the effect of the transaction on loss/profit per share ("L/PPS"), fully diluted
loss/profit per share ("FDL/PPS"), headline loss/profit per share ("HL/PPS") and
fully diluted headline loss/profit per share ("FDHL/PPS")as if the transaction
had taken effect on 1 March 2010 and on net asset value per share ("NAVPS") and
net tangible asset value per share ("NTAVPS") as if the transaction had taken
effect on 28 February 2011. 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 unaudited consolidated financial results for the year ended 28
February 2011 and are presented in a manner consistent with the format and
accounting policies adopted by PSV and have been adjusted as described in the
notes below:
%
Before After change
L/PPS (cents) (3.36) 5.15 253.27
HL/PPS (cents) (3.17) (3.37) (6.31)
FDL/PPS (3.30) 5.06 253.33
FDHL/PPS (3.11) (3.31) (6.43)
NAVPS (cents) 0.58 0.64 10.34
NTAVPS (cents) 0.35 0.43 22.86
Shares in issue at period end 247 210 247 210
(`000)
Fully diluted weighted average
number of shares in issue (`000) 251 740 251 740
Notes:
1. The "Before" column has been extracted from the reviewed results of PSV for
the year ended 28 February 2011.
2. L/PPS and HL/PPS as reflected in the "After" column are based on the
following assumptions and information:
- the transaction was effective 1 March 2010;
- the trading results of Group Line for the year ended 28 February 2011
were reversed;
- the cash proceeds of the disposal of Group Line of R35 million were
received and utilised to settle short and long term debt, which debt
would have attracted interest at prime plus 1% per annum pre-tax,
resulting in a reduced finance cost;
- transaction costs of R0.244 million paid on 1 March 2010;
- a profit on the sale of Group Line of R25,1 million was recognised,
which profit is excluded when calculating HL/PPS; and
- the interest saving and the reversal of the trading results of Group
Line referred to above will have a continuing effect on PSV. All
other adjustments are once-off adjustments.
3. NAVPS and NTAVPS as reflected in the "After" column are based on the
following assumptions and information:
- the transaction was effective 28 February 2011; and
- the disposal proceeds were received and transaction costs paid on 28
February 2011 in the manner described in note 2 above.
FURTHER CAUTIONARY ANNOUNCEMENT
Until such time that shareholders are advised that the conditions precedent is
fulfilled shareholders are advised to continue exercising caution when dealing
in the company`s securities.
Johannesburg
14 July 2011
Corporate Adviser and Designated Adviser
Vunani Corporate Finance
Date: 14/07/2011 14:20:01 Produced by the JSE SENS Department.
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