| Wed 12 Oct 2011, 9:28 | | NCS - Nictus - Announcement of sale of Corporate Properties (PRORIETARY) Limited |
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NCS
NCS
NCS - Nictus - Announcement of sale of Corporate Properties (PRORIETARY) Limited
and withdawal of cautionary
NICTUS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1981/001858/06)
JSE Share code: NCS
NSX Share code: NCT
ISIN Code NA0009123481
("Nictus" or "the company")
ANNOUNCEMENT OF SALE OF CORPORATE PROPERTIES (PRORIETARY) LIMITED AND WITHDAWAL
OF CAUTIONARY
Announcement relating to the sale of shareholding of Corporate Properties
(Proprietary) Limited ("Properties"), a wholly owned subsidiary Nictus Limited
("Nictus"), to Erastus Shipumba Properties CC ("ESP") in cash ("The
Transaction").
Nictus is pleased to advise the finalisation of negotiations for the disposal of
shareholding of Properties. Properties is a wholly owned subsidiary owning an
office building in Windhoek (Namibia) leasing out office space to group
companies.
Nictus and its wholly-owned subsidiary Nictus Holdings Limited ("Holdings") have
concluded an agreement with ESP to dispose of the shareholding of Properties for
a cash amount of R22.2 million. The purchase price is payable on transfer of the
shares in the name of ESP. The agreement is subject to the fulfilment of certain
conditions, referred to below.
This disposal provides the group with the opportunity to upgrade current
properties held to achieve longer term growth potential and thus the funds
emanating from the Transaction will be applied for development of property held
elsewhere in the group. These investments in the other properties of the group,
will lead to better utilization and profit growth in future.
FINANCIAL IMPACT
Based on the 31 March 2011 audited financial results, the net asset value of the
subsidiary at group level will be R18.4m. The net profit attributable from the
subsidiary at group level was R0.1m. The profit the group will make on the sale
of the subsidiary based on the 31 March 2011 audited results will be R3.8m.
The financial effect of sale of the property will have the following effect on
the Group:
Before After the sale of Properties Percentage
Earnings per share (cents) 28.97 36.03 24.38%
Headline earnings per share 29.12 36.18 24.26%
(cents)
Net asset value per share 208.51 225.55 8.17%
(cents)
Net tangible asset value 1 1 728.37 0.17%
per share (cents) 725.42
Notes and assumptions:
1. The "Before" column is based on the audited consolidated statement of
financial position of Nictus as at 31 March 2011 and consolidated statement
of comprehensive income of Nictus for the year ended 31 March 2011 released
on SENS on 29 June 2011.
2. The "After the sale of Properties" column presents the unaudited financial
position after the disposal of the subsidiary at 31 March 2011, including a
group adjustment in terms of IFRS 5 to illustrate the effect on the group
after the reclassification and revaluation of the property in terms of the
applicable IFRS.
3. The cash proceeds received have been utilised to reduce finance costs of
borrowings at 9.75%.
4. Nictus will rent the property from the purchaser at a market related rental
The Transaction is classified as a category 2 transaction in terms of the JSE
Limited Listings Requirements.
CONDITIONS PRECEDINT
The Transaction is subject, inter alia, to the following conditions precedent:
1. By not later than 15 October 2011, the seller will issue the announcements
in relation to the Transaction on the dates required in terms of the
Listings Requirements of the JSE Limited.
2. That approval to this transaction be given by the shareholders of the
company before or on 30 November 2011.
3. That approval by the Competition Commission of Namibia to this transaction
be obtained on or before 30 November 2011.
The Transaction will become effective on the day payment is received for the
transfer of the shares.
WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the cautionary announcement dated 31 August 2011,
and are advised that since all the terms of the disposal, as required per
section 9.15 of the JSE Listings Requirements, have been disclosed, caution is
no longer required to be exercised by shareholders when dealing in their
securities.
Johannesburg
12 October 2011
Sponsor on the JSE: KPMG
Sponsor on the NSX: Namibia Equity Brokers
Date: 12/10/2011 09:28:29 Produced by the JSE SENS Department.
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