| Mon 22 Aug 2011, 14:55 | | WEA - Wearne - General Issue of Shares for Cash and Withdrawal of the |
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WEA
WEA
WEA - Wearne - General Issue of Shares for Cash and Withdrawal of the
Cautionary Announcement
WG WEARNE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/005983/06)
JSE code: WEA
ISIN: ZAE000078002
("Wearne" or "the company")
GENERAL ISSUE OF SHARES FOR CASH AND WITHDRAWAL OF THE CAUTIONARY
ANNOUNCEMENT
GENERAL ISSUE OF SHARES FOR CASH
1. Introduction
Shareholders are advised that, in terms of:
- a general authority to issue ordinary shares for cash granted to
the directors at the annual general meeting held on 11 October
2010; and
- shareholders` approval obtained at a general meeting held on 17
August 2011 in terms of Section 41(3) of the Companies, 2008 (Act
71 of 2008), as amended,
Wearne will issue 82 917 964 ordinary shares for cash at an issue price
of 14 cents each, as follows:
- 41 458 982 shares to the Industrial Development Corporation of
South Africa Limited
- 41 458 982 shares to Richtrau No 329 (Pty) Limited. The WG Workers
Trust owns the entire issued share capital of this company.
The issue price of 14 cents per share is based on the 30 day weighted
average traded price of the securities as at 19 August 2011, (the date
as calculated per the agreement between the parties), at no discount, to
public shareholders as defined in terms of the JSE Listings Requirements
("the cash issue").
2. Financial effects of the cash issue
The unaudited pro forma financial effects of the cash issue, for which
the directors are responsible, are provided for illustrative purposes
only to show the effect thereof on loss and headline loss per share as
if the cash issue had taken effect on 1 March 2010 and on net asset
value and net tangible asset value per share as if the cash issue had
taken effect on 28 February 2011. Because of their nature, the 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 consolidated results for
the twelve months ended 28 February 2011 and are presented in a manner
consistent with the format and accounting policies adopted by Wearne and
have been adjusted as described in the notes below:
Unaudit Pro
ed forma
Notes Before After %
the the change
cash cash
issue issue
Basic loss per share 2 (60.3) (45.1) 25.2
(cents)
Headline loss per share 2 (21.1) (15.8) 25.2
(cents)
Net asset value per share 3 24.9 22.2 (10.9)
(cents)
Tangible net asset value
per share (cents) 3 24.9 22.2 (10.9)
Weighted average number
of shares in issue (`000) 4 246 492 329 410 33.6
Shares in issue at end of
period (`000) 5 246 715 329 633 33.6
Notes:
1 The "Unaudited Before the cash issue" column information has been
extracted from Wearne`s reviewed consolidated results for the year
ended 28 February 2011.
2. The effects relating to basic loss and headline loss are based on
the following assumptions and information:
- the cash issue was effective 1 March 2010;
- R11.7 million was received in terms of the 82 917 964 shares
issued;
- no adjustments have been made to reflect any benefit (income
or interest earned / saved) to be derived from the proceeds of
the share issue, in terms of the "Guide on Pro Forma Financial
Information" issued by the South African Institute of
Chartered Accountants dated September 2005. Management is
nevertheless of the opinion that the proceeds of the shares
will be used in a manner which will be to the benefit of
shareholders; and
- the expenses relating to the cash issue are insignificant but
will be accounted for in the income statement.
3. The effects relating to the balance sheet are based on the
following assumptions and information:
- the cash issue was effective 28 February 2011; and
- the actual number of shares in issue will increase by 82 917
964 as a result of the cash issue;
4. The weighted average number of shares in issue is based on 329 409
950 ordinary shares (249,971,071 ordinary shares before this issue
less 3 479 085 treasury shares).
5. The actual number of shares in issue at period end is based on 329
633 333 ordinary shares (250 091 619 ordinary shares before this
issue less 3 376 250 treasury shares).
WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
Having regard to the information set out in this announcement, the cautionary
announcement is withdrawn.
RANDBURG
22 August 2011
Designated Adviser
Vunani Corporate Finance
Date: 22/08/2011 14:55:01 Produced by the JSE SENS Department.
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