| Fri 25 Nov 2011, 12:42 | | CAP - Cape Empowerment Limited - Terms announcemen |
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CAP
CAP
CAP - Cape Empowerment Limited - Terms announcement relating to the
disposals
CAPE EMPOWERMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/001807/06)
JSE Code CAP
ISIN ZAE000145066
("CEL" or "the company")
TERMS ANNOUNCEMENT RELATING TO -
* the disposal of 8,000,000 listed ordinary shares in Grand Parade
Investments Limited ("GPI");
* the proposed disposal of the remaining 10,701,220 listed ordinary
shares in GPI ("GPI shares"); and
* further cautionary announcement.
1. INTRODUCTION
1.1 Shareholders are referred to the cautionary announcement which was
last renewed on 4 November 2011 and are advised that CEL, through its
subsidiaries BLRT Investments Ltd and Cape Empowerment Trust Limited
("CET") has disposed of 8,000,000 ordinary shares in GPI ("GPI
shares") on market for a cash consideration of R22,400,000 ("first
disposal").
1.2 In line with the group`s repositioned investment focus on the property
sector, CEL wishes to dispose of its remaining 10,701,220 GPI shares
during the financial year ending on 31 December 2012 ("second
disposal").
1.3 This terms announcement sets out the rationale, terms and effects of
the first GPI disposal and the second GPI disposal (collectively "the
disposals").
2. THE DISPOSALS
2.1 Rationale for the disposals
2.1.1 The GPI disposals are in line with the group`s strategy of
repositioning its investment focus primarily to the property sector.
Given that the relevant GPI shares are listed on the JSE Limited
("JSE") and are freely tradable, the second disposal is expected to be
implemented on market through the Strate Limited trading system. If
the opportunity arises to dispose of the GPI shares on market, the
available timeframe to implement the second disposal once a
transaction has been identified is unlikely to be sufficient to obtain
shareholder approval for the disposal, which may result in the
opportunity being lost. As such, the CEL board ("board") will request
shareholders to consider and if deemed fit, approve the disposal on
the terms set out in paragraph 2.2.2 below to place CET in a position
to implement the disposal upon conclusion of a transaction to this
effect.
2.2 Terms of the disposals
2.2.1 The first disposal comprised of 8,000,000 GPI shares, which were
sold on market for a cash consideration of R22,400,000. The first
disposal was implemented on 31 October 2011.
2.2.2 The remaining 10,701,220 GPI shares, which are held by CET, are
also freely tradable GPI shares. The board is seeking shareholder
approval to dispose of the remaining GPI shares on the following
terms:
2.2.2.1 shareholder approval for the second disposal will be effective
until the last day of the financial year ending on 31 December
2012;
2.2.2.2 the second disposal may be implemented wholly or in part, and in
one or more transactions;
2.2.2.3 the second disposal will be implemented on market, or in such
other manner as may be approved by the CEL board;
2.2.2.4 the price at which the GPI shares will be sold will not vary by
more than 10% from the 30 day volume weighted average price at
which the GPI shares traded immediately before the date of the
relevant disposal; and
2.2.2.5 on such other terms and conditions as may be approved by the
board.
2.3 Pro forma financial effects
2.3.1 The unaudited pro forma financial effects of the first disposal
are based on the published unaudited interim results of CEL for
the 6 months ending 30 June 2011. The preparation of these pro
forma financial effects are the responsibility of the directors
of the company and it has been prepared for illustrative purposes
only to provide information on how the disposal may have impacted
on the results and financial position of CEL. Because of the pro
forma nature of these financial effects, it may not give a fair
reflection of CEL`s results or financial position.
Before Adjustm Pro
ents forma
after
Loss per share (cents) (1.47) (0.28) (1.75)
Headline loss per share (cents) (1.51) (0.28) (1.79)
NAV and Tangible NAV per share 49.66 (0.39) 49.27
(cents)
Weighted number of shares in 520 284 520 284
issue (`000)
Number of shares in issue (`000) 520 284 520 284
Notes:
1.) The before column is based on the published unaudited interim
results of CEL for the 6 months ending 30 June 2011.
2.) For statement of financial position purposes it is assumed that
the disposal took place on 30 June 2011.
3.) For statement of comprehensive income purposes it is assumed that
the disposal took place on 1 January 2011.
4.) The adjustments are based on the following assumptions and
adjustments:
- For statement of financial position purposes the disposal
proceeds of R22.4 million was received on 30 June 2011 in cash.
- For statement of comprehensive income purposes:
* the disposal proceeds of R22.4 million was received on 1
January 2011 in cash;
* the disposal proceeds of R22.4 million was invested in a
money market investment with an after tax return of 4,9%
2.3.2 The unaudited pro forma financial effects of the second disposal
are based on the published unaudited interim results of CEL for
the 6 months ending 30 June 2011. The preparation of these pro
forma financial effects are the responsibility of the directors
of the company and it has been prepared for illustrative purposes
only to provide information on how the disposal may have impacted
on the results and financial position of CEL. Because of the pro
forma nature of these financial effects, it may not give a fair
reflection of CEL`s results or financial position.
Before Adjustm Pro
ents forma
after
Loss per share (cents) (1.47) (0.24) (1.71)
Headline loss per share (cents) (1.51) (0.23) (1.74)
NAV and Tangible NAV per share 49.66 (0.52) 49.14
(cents)
Weighted number of shares in 520 284 520 284
issue (`000)
Number of shares in issue (`000) 520 284 520 284
Notes:
1.) The before column is based on the published unaudited interim
results of CEL for the 6 months ending 30 June 2011.
2.) For statement of financial position sheet purposes it is assumed
that the second disposal took place on 30 June 2011.
3.) For statement of comprehensive income purposes it is assumed that
the second disposal took place on 1 January 2011.
4.) The adjustments are based on the following assumptions and
adjustments:
- For statement of financial position purposes the disposal
proceeds of R29.9 million (being 10,701,220 GPI shares disposed
off at R2.80 per share) was received on 30 June 2011 in cash.
- For statement of comprehensive income purposes:
* the disposal proceeds of R29.9 million was received on 1
January 2011 in cash;
* the disposal proceeds of R29.9 million was invested in a
money market investment with an after tax return of 4,9%
3. CONDITIONS PRECEDENT
3.1 The first disposal was not subject to any conditions precedent and was
implemented on 31 October 2011.
3.2 The second disposal will be subject to the shareholders of CEL passing
the necessary resolutions to approve the disposal, as required in
terms of the Listings Requirements of the JSE ("Listings
Requirements"). The condition precedent to the second disposal is not
capable of being waived.
4. CATEGORISATION OF THE TRANSACTIONS
4.1 The first disposal is categorised as a Category 2 transaction in terms
of the Listing Requirements.
4.2 In terms of the Listings Requirements, the second disposal is
aggregated with the first disposal and, as a result, the second
disposal is categorised as a Category 1 transaction and requires the
approval of CEL shareholders in general meeting.
5. CIRCULAR AND GENERAL MEETING
A circular containing further details of, inter alia, the second
disposal, and a notice to convene a general meeting of CEL
shareholders to approve the second disposal shall be posted to
shareholders in due course.
6. FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the company is still involved in other
negotiations which, if successfully concluded, may have a material
impact on the price of the company`s securities. Accordingly
shareholders are advised to continue to exercise caution when dealing
in the company`s securities until a further announcement is made.
Cape Town
25 November 2011
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Legal advisors
Cliffe Dekker Hofmeyr Inc.
Date: 25/11/2011 12:20:08 Produced by the JSE SENS Department.
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