| Wed 8 Feb 2012, 13:39 | | CAP - Cape Empowerment Limited - Terms announcement relating to the disposal |
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CAP
CAP
CAP - Cape Empowerment Limited - Terms announcement relating to the disposal
of 10 701 220 listed ordinary shares in Grand Parade Investments Limited
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 10 701 220 LISTED ORDINARY
SHARES IN GRAND PARADE INVESTMENTS LIMITED ("GPI")
1. INTRODUCTION and Rationale
1.1 Shareholders are referred to the announcement dated 25 November
2011 ("first announcement") and are advised that CEL has, through
its wholly owned subsidiary Cape Empowerment Trust Limited
("CET"), disposed of its remaining 10 701 220 ordinary shares in
GPI ("GPI shares") to The Chandos Trust for a cash consideration
of R25 147 867 ("the disposal").
1.2 The disposal is in line with the group`s strategy of repositioning
its investment focus primarily to the property sector.
2. Terms of the disposal
2.1 In terms of the agreement between CET and The Chandos Trust dated
8 February 2012 ("the disposal agreement") the GPI shares will be
disposed of for a cash consideration of 235 cents per GPI share
totalling R25 147 867 ("consideration"). The shares are sold ex-
dividend after receiving the ordinary dividend of 10 cents per GPI
share in December 2011 and the special dividend of 60 cents per
GPI share in January 2012.
2.2 The effective date of the disposal is the closing date thereof,
being the third business day after fulfilment of the conditions
precedent detailed in paragraph 2.4 below.
2.3 The consideration for the GPI shares is payable in cash on the
closing date.
2.4 The disposal is subject to the suspensive condition that, by no
later than 31 March 2012, the shareholders of CEL shall have
passed the necessary resolutions authorising CET to enter into the
disposal agreement, as required in terms of the Listings
Requirements of the JSE Limited ("JSE").
3. Pro forma financial effects
3.1 The unaudited pro forma financial effects of the 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 Adjustments Pro
forma
after
Loss per share (cents) (1.47) (0.09) (1.56)
Headline loss per share (1.51) (0.09) (1.60)
(cents)
NAV and Tangible NAV per 49.66 (0.21) 49.45
share (cents)
Weighted number of shares 520 284 520 284
in issue (`000)
Number of shares in issue 520 284 520 284
(`000)
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:
- or statement of financial position purposes the disposal
proceeds of R25 147 867 and the special dividend of 60 cents per
share were received in cash on 30 June 2011.
- For statement of comprehensive income purposes:
- the disposal proceeds of R25 147 867 were received in
cash on 1 January 2011 and the special dividend of 60 cents
per share was received in cash on 30 June 2011;
- the disposal proceeds were invested in a money market
investment with an after tax return of 4,9%.
4. Categorisation of the disposal
4.1 The disposal is categorised as a Category 2 transaction in terms
of the Listing Requirements.
4.2 In terms of the JSE Listings Requirements, the disposal is
aggregated with the disposal of 8 000 000 GPI shares on 31 October
2011, referred to in the first announcement and, as a result, the
disposal is categorised as a Category 1 transaction and requires
the approval of CEL shareholders in general meeting.
4.3 A circular containing further details of the disposal, and a
notice convening a general meeting of CEL shareholders to approve
the disposal shall be posted to shareholders in due course.
4.4 Shareholders are referred to the first announcement and are
advised that shareholders will no longer be requested to grant the
board of CEL a mandate to dispose of the GPI shares during the
course of 2012 as the GPI shares in question have now been sold.
Cape Town
8 February 2012
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 08/02/2012 13:39:00 Produced by the JSE SENS Department.
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