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ADW
ADW
ADW - Afdawn - Disposal of Dumont Healthcare (Pty) Limited by Afdawn to Gambassi
Tiles (Pty) Limited.
AFRICAN DAWN CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/020520/06)
JSE code: ADW
ISIN: ZAE000060703
("Afdawn" or "the company" or "the Group")
DISPOSAL OF DUMONT HEALTHCARE (PTY) LIMITED BY AFDAWN TO GAMBASSI TILES (PTY)
LIMITED.
1.Introduction
Shareholders are advised that Afdawn has entered into a sale agreement with
Gambassi Tiles (Pty) Limited ("Gambassi")("the purchaser") to dispose of the
entire issued share capital of Dumont Healthcare (Pty) Limited ("Dumont"), a
wholly owned subsidiary of Afdawn and the cession of the loans against Afdawn
for a cash consideration of R1 900 000 ("the disposal").
One of the shareholder of Gambassi is Corne van den Berg, the Managing Director
of Dumont, a related party within the Group.
1.2 The effective date
The effective date of the disposal is 29 February 2012.
1.3 Consideration of the disposal
The cash consideration of the disposal is R1 900 000, to be settled by 29
February 2012 as follows:
- R100 in terms the shares; and
- The balance of R1 899 900 in terms of Afdawn`s loan
The cash proceeds after the settlement of the disposal will be utilised to fund
existing operations and to grow Elite Medical Finance.
2. Rationale for the disposal
The disposal is part of the Afdawn strategy to rationalise and consolidate cost
within the Group. Dumont is operating on a small active customer base in
Pretoria with a high cost to income ratio resulting in losses. Strategically the
current operating model requires a radical revamp enabling a low cost
infrastructure with the flexibility to significantly scale operations. In
addition the new business model will contribute to the value chain in providing
funding to the Elite target market. Corne van den Berg believes the current
operating model is sustainable and was willing to purchase Dumont.
3. Conditions precedent
The disposal is subject to the transfer of shares into the name of Gambassi and
the resignation of the directors previously appointed by Afdawn to Dumont Board.
In the event of non-payment, Dumont will remain a wholly owned subsidiary of
Afdawn.
4. Warranties
The shares and the cession of the seller`s loans are sold "as is" and no
warranties are to be provided by Afdawn to the purchaser.
5. Pro forma financial effects of the disposal
The unaudited pro forma financial effects of the disposal are set out below.
The unaudited pro forma financial effects have been prepared for illustrative
purposes only to provide information on how the disposal may have impacted on
the results and financial position of Afdawn. Preparation of the unaudited pro
forma financial effects is the responsibility of the directors. Because of
their nature, the unaudited pro forma financial effects may not fairly present
Afdawn`s financial position after the disposal or the effects on future
earnings:
Interims as
at 31 August
2011
Before 1 Percentage
After change
%
Earnings per share 1.71 1.86 +9%
(cents)2
Headline earnings 1.80 1.87 +4%
per share (cents)2
Net asset value (cents per 13.41 13.36 -0.3%
share)3
Net tangible asset value 13.41 13.36 -0.3%
(cents per share)3
Number of shares in issue 22 926 22 926 -
(`000)
Weighted average number of 22 926 22 926 -
share in issue (`000)
Notes and assumptions:
1. It has been assumed for purposes of the unaudited pro forma adjustments on
Earnings per Share and Headline earnings per share that the disposal took place
with effect from 1 March 2011 and at 28 February 2011 for unaudited pro forma
adjustment on Net asset value and Net tangible asset value.
2. The adjustment on Earnings per share relates to reversal of Dumont loss (1
March 2011 - 31 August 2011) and calculated profit on sale as at 1 March 2011.
3. The adjustment on Net asset value relates to the calculated loss on sale as
at 31 August 2011.
6. Small related party transaction
As Dumont is a wholly owned subsidiary of Afdawn, Dumont and Gambassi are
therefore related parties in terms of the JSE Limited ("the JSE") Listings
Requirements as Corne van den Berg is a director of Dumont as well as a director
and shareholder of Gambassi. This disposal is therefore classified as a small
related party transaction in relation to Afdawn. The JSE Listings Requirements
require written confirmation from an Independent professional expert that the
disposal is fair to Afdawn shareholders. Bridge Capital Advisors (Pty) Limited
has confirmed that the disposal is fair to Afdawn shareholders and their
fairness opinion is available for inspection at Afdawn`s registered offices.
29 February 2012
Johannesburg
Designated Advisor
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 29/02/2012 17:30:01 Produced by the JSE SENS Department.
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