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STA
STA
STA - Stratcorp Limited - Disposal by Stratcorp of its interest in Stratcol
Limited
STRATCORP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/031842/06)
JSE code: STA
ISIN: ZAE 000034294
("StratCorp" or "the Company")
DISPOSAL BY STRATCORP OF ITS INTEREST IN STRATCOL LIMITED
1. INTRODUCTION
Shareholders are advised that the Company disposed of its interest in
StratCol Limited ("StratCol"), an associated company in which StratCorp
held a 31.11% interest, to the Heymans Diskresionere Familie Trust
("Purchaser") for cash ("Disposal").
2. BACKGROUND INFORMATION
StratCol was established in 2003 to provide debit order collection support
to clients, enabling the latter to manage their cash flows and debtor
collections more efficiently. StratCorp invested R250 000 in StratCol at
the time it was established. StratCorp and the Purchaser had an agreement
in terms of which the Purchaser had a five year option to acquire
StratCorp`s 31.11% interest in StratCol for a consideration of the higher
of R 5 500 000, or a multiple of 3 times the earnings after tax at the date
of exercise. The Purchaser advised StratCorp that it wishes to exercise
its option to acquire the StratCol shares from StratCorp on 16 September
2011.
3. RATIONALE FOR THE TRANSACTION
The Purchaser exercised its option to acquire the StratCol shares from
StratCorp.
4. PURCHASE CONSIDERATION
The total purchase consideration payable by the Purchaser is R5 500 000, to
be settled as follows:
* R2 294 936 was paid on 30 September 2011;
* R2 003 165 to be paid by 28 February 2012; and
* R1 201 899 to be paid by 31 May 2012.
5. EFFECTIVE DATE
The effective date of the Disposal is 28 September 2011.
6. CONDITIONS PRECEDENT
The Disposal is not subject to any conditions precedent.
7. FINANCIAL EFFECTS
The unaudited pro forma financial effects, for which the directors are
responsible, are provided for illustrative purposes only to show the effect
of the Disposal on earnings and headline earnings per share as if the
Disposal had taken effect on 28 February 2011 and on net asset value and
net tangible asset value per share as if the Disposal 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 audited financial statements for the year ended 28
February 2011 and are presented in a manner consistent with the format and
accounting policies adopted by the Company and have been adjusted as
described in the notes below:
Movement
Audited Unaudited cents (%)
Before the After the
Disposal Disposal
Notes
Earnings per (0.94) 1.07 2.01 213.83
share (cents)
Headline (0.94) (0.94) - -
earnings per
share (cents)
Net asset value 19.98 21.99 2.01 10.06
per share
(cents)
Net tangible 17.18 19.19 2.01 11.71
asset value per
share (cents)
Weighted average 158 312 158 312
number of shares
in issue (000`s)
Shares in issue 158 312 158 312
at year end
(000`s)
Notes:
1 The "Audited Before the Disposal" column reflects the audited results
of Stratcorp for the year ended 28 February 2011.
2 The pro forma financial effects in the "Unaudited After the Disposal"
column are based on the following assumptions:
- For the calculation of the effect of the Disposal on earnings and
headline earnings per share it was assumed that the purchase
consideration of R5 500 000 was received on 1 March 2010. The
Disposal realised a capital profit of R3 187 453 after tax,
taking into account the carrying value of the investment in
StratCol of R1 793 659 on 28 February 2011.
- No other costs were incurred to give effect to the Disposal.
- For the calculation of the effect of the Disposal on the net
asset value and net tangible asset value per share it was assumed
that the Disposal occurred on 28 February 2011, and a capital
profit of R3 187 453 after tax has been recognised on the
Disposal.
3 The issued number of shares is shown net of treasury shares and shares
held by the Share Incentive Scheme of the Company.
8. CLASSIFICATION OF THE TRANSACTION
The Disposal is classified as a Category 2 transaction in terms of the
Listing Requirements of the JSE Limited.
Centurion
10 October 2011
Designated Adviser
Vunani Corporate Finance
Date: 10/10/2011 15:32:01 Produced by the JSE SENS Department.
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