| Thu 25 Aug 2011, 15:17 | | SKY - Sea Kay Holdings Limited - Update regarding the sale of Silver Falcon |
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SKY
SKY
SKY - Sea Kay Holdings Limited - Update regarding the sale of Silver Falcon
Trading 487 (Pty) Ltd, Seriso 474 (Pty) Ltd and certain equipment and
renewal of the 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")
UPDATE REGARDING THE SALE OF SILVER FALCON TRADING 487 (PTY) LIMITED, SERISO
474 (PTY) LIMITED AND CERTAIN EQUIPMENT AND RENEWAL OF THE CAUTIONARY
ANNOUNCEMENT
1 SALE OF SILVER FALCON TRADING 487 (PTY) LIMITED, SERISO 474 (PTY)
LIMITED AND CERTAIN EQUIPMENT
1.1 INTRODUCTION
Further to the announcement dated 28 June 2011 and the cautionary
announcements, the last of which was dated 10 August 2011, shareholders
are advised that Sea Kay has entered into amended agreements, dated 19
August 2011, which amendments relate to the conditions precedent, in
respect of the sale of the entire issued share capitals of Silver
Falcon Trading 487 (Pty) Limited ("Silver Falcon") and Seriso 474 (Pty)
Limited, trading as Sedibeng Bricks ("Sedibeng Bricks") and the sale of
certain equipment (collectively "the transactions").
1.2 CONDITIONS PRECEDENT
The transactions are now subject to the following conditions precedent:
1.2.1 That the necessary regulatory approvals are obtained
on/before 30 October 2011, including the approval of the
transactions by a majority of independent shareholders of Sea
Kay; and
1.2.2 Sea Kay obtaining 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, on or before 30 August 2011.
1.3. FINANCIAL EFFECTS OF THE TRANSACTIONS
The unaudited pro forma financial effects of the transactions, for
which the directors are responsible, are provided for illustrative
purposes only to show the effect of the transactions on loss per share
("LPS") and headline loss per share ("HLPS") as if the transactions 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 transactions
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 set out
After % After % After % Afte %
Befo the chan the chan the chan r chan
re Silve ge Sedib ge sale ge the ge
(Not r eng of tran
e 1) Falco dispo equip- s-
n sal ment acti
dispo (Note (Note ons
sal s 4 & s 6 &
(Note 5) 7)
s 2 &
3)
LPS ( (1.9 (0.82 58.8 (1.99 - (1.80 9.5 (0.6 68.3
cents ) 9) ) ) ) 3)
HLPS ( (1.7 (1.80 (0.6 (1.78 0.6 (1.72 3.9 (1.7 3.9
cents ) 9) ) ) ) ) 4)
NAVPS 11.0 12.15 10.5 10.96 (0.4 11.09 0.8 12.1 10.8
(cents) 0 ) 9
NTAVPS 11.0 12.15 10.5 10.96 (0.4 11.09 0.8 12.1 10.8
(cents) 0 ) 9
Number of 488 488 - 488 - 488 - 488 -
shares in 864 864 864 864 864
issue
(`000)
Weighted 488 488 - 488 - 488 - 488 -
average 864 864 864 864 864
number of
shares
(`000)
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 adjustments, reflected in the "After the Silver Falcon
disposal" column, are based on the following assumptions and
information:
- trading results for Silver Falcon were not included in the
results of Sea Kay for the six months ended 31 December 2010
as Silver Falcon was leased to an entity associated with the
purchaser for the period at a nominal amount;
- the proceeds of the disposal of R3.037 million were deducted
from the loan account payable by Sea Kay Engineering (Pty)
Limited ("Sea Kay Engineering") to the purchaser on 1 July
2010 which loan account would have attracted interest at
prime less two percentage points per annum, resulting in a
reduction in finance cost of R0.118 million for the period;
- a profit on sale of Silver Falcon of R5.793 million was
recognised, which profit is excluded when calculating HLPS;
- transaction costs of R0.2 million were paid on 1 July 2010;
and
- the interest saving as referred to above will have a
continuing effect on Sea Kay. All other adjustments are once
off adjustments.
3 NAVPS and NTAVPS effects, reflected in the "After the Silver
Falcon disposal" column, are based on the following assumption and
information:
- balances related to Silver Falcon were deconsolidated, the
disposal proceeds were deducted from the loan account payable
by Sea Kay Engineering to the purchaser, the profit on sale
of Silver Falcon was recognised and transaction costs were
paid on 31 December 2010 as described in note 2 above.
4 The adjustments, reflected in the "After the Sedibeng disposal"
column, are based on the following assumptions and information:
- trading results for Sedibeng were not included in the results
of Sea Kay for the six months ended 31 December 2010 as
Sedibeng was leased to an entity associated with the
purchaser for the period at a nominal amount;
- the proceeds of the disposal of R5.7 million were deducted
from the loan account payable by Sea Kay Engineering to the
purchaser on 1 July 2010 which loan account would have
attracted interest at prime less two percentage points per
annum, resulting in a reduction in finance cost of R0.221
million for the period;
- no profit or loss was recognised on the sale of Sedibeng;
- transaction costs of R0.2 million were paid on 1 July 2010;
and
- the interest saving as referred to above will have a
continuing effect on Sea Kay. All other adjustments are once
off adjustments.
5 NAVPS and NTAVPS effects, reflected in the "After the Sedibeng
disposal" column, are based on the following assumption and
information:
- balances related to Sedibeng were deconsolidated, the
disposal proceeds were deducted from the loan account payable
by Sea Kay Engineering to the purchaser and transaction costs
were paid on 31 December 2010 as described in note 4 above.
6 The adjustments, reflected in the "After the sale of equipment"
column, are based on the following assumptions and information:
- the proceeds of the disposal of R5.454 million (including
VAT) were deducted from the loan account payable by Sea Kay
Engineering to the purchaser on 1 July 2010 which loan
account would have attracted interest at prime less two
percentage points per annum, resulting in a reduction in
finance cost of R0.212 million for the period;
- a profit on sale of the equipment of R0.624 million was
recognised, which profit is excluded when calculating HLPS;
- transaction costs of R0.2 million were paid on 1 July 2010;
- depreciation relating to the equipment for the period of
R0.296 million was added back to operating income; and
- the interest saving as referred to above will have a
continuing effect on Sea Kay. All other adjustments are once
off adjustments.
7 NAVPS and NTAVPS effects, reflected in the "After the Silver
Falcon -disposal" column, are based on the following assumption
and information:
- the disposal proceeds were deducted from the loan account
Payable by Sea Kay Engineering to the purchaser, the profit
on sale of the equipment was recognised and transaction costs
were paid on 31 December 2010 as described in note 6 above.
1.4 CIRCULAR TO SHAREHOLDERS
As the transactions are classified as related party transactions in
terms of the Listings Requirements of the JSE Limited, a circular,
containing a notice of general meeting of shareholders, will be
dispatched to shareholders in due course.
2 FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are advised to continue exercising caution when dealing in
the company`s securities until the relevant irrevocable commitments set
out in paragraph 1.2.2 above are obtained.
Johannesburg
25 August 2011
Sponsor
Vunani Corporate Finance
Date: 25/08/2011 15:17:03 Produced by the JSE SENS Department.
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