| Thu 6 Oct 2011, 15:45 | | HSP - Holdsport Limited - Unaudited pro forma statement of financial |
|
HSP
HSP
HSP - Holdsport Limited - Unaudited pro forma statement of financial
position and statement of comprehensive income of Holdsport
Holdsport Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/022562/06)
JSE share code: HSP
ISIN: ZAE000157046
("Holdsport" or the "Company")
UNAUDITED PRO FORMA STATEMENT OF FINANCIAL POSITION AND STATEMENT OF
COMPREHENSIVE INCOME OF HOLDSPORT
Further to the Company`s interim results, which were announced on SENS on
27 September 2011, the unaudited pro forma statement of financial
position at 31 August 2010 and the statement of comprehensive income of
Holdsport and its subsidiaries for the six months then ended are set out
below.
The unaudited pro forma financial information for the six months ended 31
August 2010 has been prepared to show the impact of the conversion of the
shareholders` loans and the purchase of the minority shareholder`s
interest in a subsidiary of Holdsport (the "Loan Conversions").
The unaudited pro forma statement of financial position and statement of
comprehensive income have been prepared for illustrative purposes only
and because of its nature may not fairly present Holdsport`s financial
position and results of operations, nor the effect and impact of the Loan
Conversions going forward.
It has been assumed for purposes of the unaudited pro forma consolidated
statement of comprehensive income and statement of financial position
that the Loan Conversions took place with effect from 1 March 2010 for
the purpose of the statement of comprehensive income and at 31 August
2010 for purposes of the statement of financial position.
The directors of the Company are responsible for the compilation,
contents and preparation of the unaudited pro forma financial information
contained in the unaudited interim condensed consolidated results for the
six months ended 31 August 2011 and for the financial information from
which it has been prepared. Their responsibility includes determining
that: the unaudited pro forma financial information has been properly
compiled on the basis stated; the basis is consistent with the accounting
policies of Holdsport; and the pro forma adjustments are appropriate for
the purposes of the unaudited pro forma financial information disclosed
in terms of the Listings Requirements.
The unaudited pro forma consolidated statement of financial position and
the unaudited pro forma consolidated statement of comprehensive income
are presented in a manner consistent in all respects with IFRS and with
the accounting policies upon which the historical financial information
has been prepared.
The unaudited pro forma statement of financial position and statement of
comprehensive income as set out below should be read in conjunction with
the independent reporting accountants` report set out below.
The reporting accountants report is available for inspection at the
Company`s registered office during normal business hours.
UNAUDITED PRO FORMA STATEMENT OF FINANCIAL POSITION OF HOLDSPORT
The unaudited pro forma statement of financial position set out below
presents the effects of the Loan Conversions on the financial position of
Holdsport at 31 August 2010 based on the assumption that the Loan
Conversions took place with effect from 31 August 2010:
Unaudited pro forma statement of financial position
"Before" the Effect of "After" the
Loan the Loan Loan
Conversions Conversions2 Conversions
Pro forma3
Unaudited1
31 August 31 August
R`000 2010 2010
ASSETS
Non-current assets 699,731 - 699,731
Plant and equipment 42,817 - 42,817
Goodwill and other intangible 656,914 - 656,914
assets
Current assets 276,451 - 276,451
Inventories 214,880 - 214,880
Trade and other receivables 16,959 - 16,959
Taxation 5,535 - 5,535
Cash and cash equivalents 2.2 39,077 - 39,077
Total assets 976,182 - 976,182
EQUITY AND LIABILITIES
Share capital 2.1 19 229,293 229,312
Other reserves 110,141 (110,141) -
Retained earnings 244,851 70,945 315,796
Equity attributable to owners 355,011 190,097 545,108
of the Company
Non-controlling interest 2.2 878 (878) -
Total equity 355,889 189,219 545,108
LIABILITIES
Non-current liabilities 461,736 (219,219) 242,517
Interest bearing liabilities 163,078 - 163,078
Non-interest bearing 199,642 (199,642) -
liabilities 2.1
Deferred taxation 81,072 (19,577) 61,495
Operating lease accrual 17,944 - 17,944
Current liabilities 158,557 30,000 188,557
Trade and other payables 86,948 - 86,948
Derivative instruments 8,654 - 8,654
Current portion of interest
bearing
liabilities 22,955 - 22,955
Current portion of
non-interest bearing 40,000 30,000 70,000
liabilities 2.1
Total liabilities 620,293 (189,219) 431,074
Total equity and liabilities 976,182 - 976,182
Number of ordinary shares in 19,400 23,750 43,150
issue (`000) 2.3
Net asset value per share 1,263
(cents)
Net tangible asset value per (91)
share (cents)
NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF FINANCIAL POSITION
1. The financial position as at 31 August 2010 as per the unaudited
interim condensed consolidated results of Holdsport for the six
months ended 31 August 2011.
2. Adjustments for the effect of the Loan Conversions reflect the
following:
2.1 The shareholder loans at 31 August 2010 totals R239.6 million,
net of a fair value adjustment of R59.7 million. The total
outstanding shareholders` loans of R299 million will be
extinguished by way of a cash settlement of R70.0 million
whereafter the balance of R229.3 million will be converted into
share capital on the Loan Conversions date through the
subscription in Shares in Holdsport as is equal to the face
value of each shareholder`s loan at the date of conversion. See
also 2.3 below.
2.2 Holdsport acquired the remaining minority stake in one of its
subsidiaries, First Ascent, prior to the Loan Conversions Date
for a total consideration of R3.1 million. The excess of R2.1
million paid over the minority`s share in the net book value of
the assets of the Company has been charged to retained
earnings.
2.3 In order to facilitate the listing and for the purpose of
converting the shareholders loans described in 2.1 above, the
number of issued shares of Holdsport was increased by
23,750,330 shares. The increase will be made by way of issuing
6,844,306 shares for the repayment of the shareholders` loans,
and 16,905,914 new shares by means of a share split.
3. The financial position after taking into account the Loan
Conversion.
UNAUDITED PRO FORMA STATEMENT OF COMPREHENSIVE INCOME OF HOLDSPORT
The unaudited pro forma statement of comprehensive income set out below
presents the effects of the Loan Conversions on the results of Holdsport
for the six months ended 31 August 2010 based on the assumption that the
Loan Conversions took place with effect from 1 March 2010:
Unaudited pro forma statement of comprehensive income
"Before" Effect of "After" the
the Loan the Loam Loan
Conversions Conversions Conversions
2
Pro forma3
Unaudited1
6 months 6 months
ended 31 ended 31
August 2010 August 2010
R`000
Revenue 509,993 - 509,993
Cost of sales (262,315) - (262,315)
Gross profit 247,678 - 247,678
Other income 1,666 - 1,666
Trading expenses (166,720) - (166,720)
Operating profit 82,624 - 82,624
Finance income 2,864 - 2,864
Finance cost 2.1 (29,678) 15,725 (13,953)
Profit before taxation 55,810 15,725 71,535
Taxation 2.1 (15,918) (4,403) (20,321)
Profit for the year 39,892 11,322 51,214
Attributable to:
Equity holders of the parent 39,614 11,600 51,214
Non-controlling interest 2.2 278 (278) -
Profit for the year 39,892 11,322 51,214
Basic and diluted earnings per 109.1 118.6
ordinary share (cents) 4.1
Headline earnings per ordinary 108.7 118.4
share (cents) 4.2
Core headline earnings per 129.5 130.1
ordinary share (cents) 4.3
NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF COMPREHENSIVE INCOME
1. Statement of comprehensive income of Holdsport as per the unaudited
interim condensed consolidated statement of comprehensive income for
the six months ended 31 August 2011.
2. Adjustments for the effect of the Loan Conversions reflect the
following:
2.1 Imputed interest and fair value adjustments on the interest
free shareholders` loans totalling R15.7 million, before a
deferred taxation credit of R4.4 million, were expensed in the
period. These loans will be converted to share capital as part
of the Loan Conversions and will no longer have any effect on
the statement of comprehensive income.
2.2 Holdsport purchased the entire minority interest in one of its
subsidiaries, First Ascent, prior to the Loan Conversions Date
for a total consideration of R3.1 million. The profit
attributable to the minority shareholder of R278 000 was
therefore reversed.
3. The "After" financial information reflects the financial effects
after taking into account the Loan Conversions described above.
4. Basic and diluted earnings per share (EPS), headline EPS and Core
headline EPS
4.1 Basic and diluted earnings per share have been calculated using
a weighted average number of 36.306 million shares in issue for
the period ended 31 August 2010. A weighted average number of
shares of 43.150 million was used to calculate basic and
diluted EPS for the period ended 31 August 2010 after the Loan
Conversions. There is no difference between basic and diluted
EPS.
4.2 Reconciliation of headline earnings per share:
"Before" the Loan "After" the Loan
Conversions Conversions
6 months ended 31 Pro forma 6
August 2010 months ended 31
August 2010
R`000
Profit attributable to 39,614 51,214
equity holders of the
parent
Adjusted for:
Profit on sale of plant and (119) (119)
equipment
Headline earnings (R`000) 39,495 51,095
Weighted average number of 36,306 43,150
shares (`000)
Headline EPS (cents) 108.7 118.4
4.3 Holdsport calculates the measure of core headline earnings per
share for management purposes as follows:
"Before" the Loan "After" the Loan
Conversions Conversions
R`000 6 months ended 31 Pro forma 6 months
August 2010 ended 31 August 2010
Headline earnings 39,495 51,095
Adjusted for:
Amortisation of 4,519 4,519
intangibles, net of tax
Accrual for straight- 546 546
lining of leases, net of
tax
Fair value adjustment on 11,322
loans
Core headline earnings 55,882 56,161
(R`000)
Weighted average number 36,306 43,150
of shares (`000)
Core headline EPS 130.1
(cents) 129.54.4
4.4 The number of shares in issue for purposes of core headline
earnings per share is the number of shares in issue after the
Loan Conversions i.e. 43 150 220 shares.
Cape Town
6 October 2011
Sponsor: UBS South Africa (Pty) Ltd
Date: 06/10/2011 15:45:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
