| Tue 19 Jul 2011, 15:02 | | AMA - AMAP - Financial effects regarding the SAMMEG SAMSAT (CAPE) and SAMSAT |
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AMA
AMA
AMA - AMAP - Financial effects regarding the SAMMEG, SAMSAT (CAPE) and SAMSAT
(KZN) acquisition and the withdrawal of cautionary announcement
Amalgamated Appliance Holdings Limited
(Registration number 1997/004130/06)
(Incorporated in the Republic of South Africa)
Share code: AMA ISIN: ZAE000012647
("AMAP" or "the Company")
FINANCIAL EFFECTS REGARDING THE SAMMEG, SAMSAT (CAPE) AND SAMSAT (KZN)
ACQUISITION AND THE WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are referred to the SENS announcement on 14 June 2011 regarding the
acquisition by AMAP`s wholly owned subsidiary, Tedelex Trading (Proprietary)
Limited ("Tedelex" or "the Purchaser") entering into a sale of business
agreement ("the Sale Agreement") with Sammeg Satellite (Proprietary) Limited
("Sammeg"), Samsat (Cape) (Proprietary) Limited ("Samsat (Cape)"), Samsat (KZN)
(Proprietary) Limited (Samsat (KZN) (collectively, "the Sellers"), Sean Claude
Meadows, Joel Kevan Dorfan and Michael Roy Weinberg to acquire the business of
each of the Sellers as going concerns ("the acquisition").
As the financial effects were not disclosed in the announcement on 14 June 2011,
they are set out below.
FINANCIAL EFFECTS OF THE ACQUISITION
The unaudited pro forma financial effects of AMAP before and after the
acquisition are based on the unaudited interim results of AMAP for the 6 months
ended 31 December 2010. The financial effects are presented for illustrative
purposes only, to provide information on how the acquisition may have impacted
on the results and financial position of AMAP. The unaudited pro forma effects
are the responsibility of AMAP`s directors. Due to the nature of the unaudited
pro forma financial effects, they may not fairly present AMAP`s financial
position and the results of its operations after the acquisition. It has been
assumed for the purpose of the financial effects that the acquisition took place
with effect from 1 July 2010. The financial effects do not purport to be
indicative of what the financial results would have been, had the acquisition
been implemented on a different date. The unaudited pro forma financial
information has been presented in a manner consistent in all respects with
International Financial Reporting Standards and AMAP`s accounting policies
applied consistently throughout the period.
For the group including Before the After the %
continuing and discontinuing acquisition acquisition Change
operations
Basic earnings per share (EPS) 12.6 14.5 15.1%
(cents)
Diluted earnings per share (EPS) 12.5 14.4 15.2%
(cents)
Headline earnings per share 12.6 14.5 15.1%
(HEPS) (cents)
Diluted headline earnings per 12.5 14.4 15.2%
share (HEPS) (cents)
Net asset value per share (NAV) 224 224 0.0%
(cents)
Tangible net asset value (TNAV) 223 210 -5.8%
(cents)
Shares in issue (`000) 212 190 212 190 0.0%
Weighted average number of 199 620 199 620 0.0%
shares in issue (`000)
Diluted weighted average number 200 911 200 911 0.0%
of shares in issue (`000)
Notes:
1 The EPS and HEPS in the "Before" column of the table are based on the
unaudited statement of comprehensive income of AMAP for the period ended 31
December 2010; and 199 619 617 shares in issue (being the weighted number
of ordinary shares in issue for the period ended 31 December 2010, net of
treasury shares)
2 The Diluted EPS and HEPS in the "Before" column of the table are based on
the unaudited statement of comprehensive income of AMAP for the period
ended 31 December 2010; and 200 910 611 shares in issue (being the weighted
diluted number of ordinary shares in issue for the period ended 31 December
2010).
3 The EPS and HEPS in the "After" column of the table are based on 199 619
617 shares in issue and the assumptions that:
* the acquisition became effective on 1 July 2010 and the purchase
price was settled on that date;
* the maximum possible purchase consideration of R69 million was settled
in cash; and
* the cash was held in a notice account at an after tax interest rate of
4%, yielding after tax interest received of R1,4 million for the 6
month period ended 31 December 2010.
4 The Diluted EPS and HEPS in the "After" column of the table are based on
200 910 661 shares in issue and the assumptions that:
* the acquisition became effective on 1 July 2010 and the purchase
price was settled on that date;
* the maximum possible purchase consideration of R69 million was settled
in cash; and
* the cash was held in a notice account at an after tax interest rate of
4%, yielding after tax interest received of R1,4 million for the 6
month period ended 31 December 2010.
5 The NAV per share and TNAV per share in the "Before" column of the table
are based on the unaudited statement of financial position of AMAP at 31
December 2010 and 212 189 689 shares in issue.
6 The NAV per share and TNAV per share in the "After" column of the table are
based on the assumptions that the acquisition was completed at 31 December
2010.
7 The pro forma financial effects have not been reviewed by AMAP`s auditors.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the disclosure of the financial effects of the acquisition,
shareholders are no longer required to exercise caution when dealing in their
AMAP shares and accordingly, the cautionary announcement released by AMAP on 14
June 2011 is hereby withdrawn.
Johannesburg
19 July 2011
Sponsor: Bridge Capital Advisors (Pty) Limited
Attorneys to the Sellers: Fluxmans Attorneys
Attorneys to the Purchaser: Eversheds
Date: 19/07/2011 15:02:01 Produced by the JSE SENS Department.
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