| Mon 18 Jun 2012, 10:25 | | MVS - Mvelaserve - Disposal of a Subsidiary |
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MVS
MVS
MVS - Mvelaserve - Disposal of a Subsidiary
Mvelaserve Limited
Incorporated in the Republic of South Africa)
Registration number: 1999/003610/06)
ISIN: ZAE000151353
Share Code: MVS
("Mvelaserve")
DISPOSAL OF A SUBSIDIARY
1. Introduction
Shareholders are hereby advised that Mvelaserve Management Services (Pty)
Limited ("MMS"), a wholly owned subsidiary of Mvelaserve, and Mvelaserve has
agreed to dispose of their interest in Contract Forwarding (Pty) Ltd ("Contract
Forwarding") to its current Chief Executive Officer, Christopher Waterson
(the"Purchaser")for an amount of R2 (the "Disposal"). Contract Forwarding is
required to repay R 25 million of its shareholder loan prior to the
implementation of the disposal, which amount will be borrowed from a third party
funder. In addition R10 million of the shareholder claim will not be sold, and
any cash advances made by MMS to Contract Forwarding between the effective date
and the implementation date will be repaid.
2. Rationale for the Disposal
The Disposal follows a decision by Mvelaserve to focus on higher margin sectors.
3. Financial Effects
The unaudited pro forma financial effects of the disposal set out below have
been prepared to assist Mvelaserve shareholders in assessing the impact of the
Disposal on the Company`s historical earning per share ("EPS"), headline
earnings per ordinary share ("HEPS"), net asset value per ordinary share
("NAVPS") and net tangible asset value per ordinary share ("NTAVPS"). The pro
forma financial effects are the responsibility of the directors of Mvelaserve
and are provided for illustrative purposes only.
The pro forma financial effects have been prepared on the basis that the
disposal had been fully implemented on 1 July 2011 for Income Statement purposes
and as at 31 December 2011 for purposes of the Statement of Financial Position.
The pro forma financial effects do not purport to be indicative of what the
consolidated finical results would have been had the Disposal been implemented
on a different date. The material assumptions are set out in the notes following
the table.
Due to their nature, the pro forma financial effects may not fairly present the
financial position, changes of equity, results of operations or cash flows of
Mvelaserve after the Disposals.
Before the After the Percentage
Disposals (1) Disposals change
EPS (cents) 12.1 19.1 57.9%
HEPS (cents) 19.5 18.0 (7.7%)
NAVPS (cents) 608.2 613.9 0.9%
NTAVPS (cents) 120.9 126.7 4.8%
Weighted 141,562 141,562 -
average number
of shares in
issue * (`000)
Net number of 141,562 141,562 -
ordinary
shares in
issue (`000)
Notes:
1. Extracted from Mvelaserve published reviewed interim results for six months
ended 31 December 2011.
2. Interest paid has been reduced by R1 million as a result of the disposal
proceeds applied to interest bearing borrowings.
3. Interest received have been increased by R0,3k to account for the imputed
interest on the interest free loan.
4. The consolidated loss relating to Contract Forwarding for the six months
ended 31 December 2011 of R961k has been added back.
5. A profit on the Disposal of R7,8 million has been recognised being the
difference between the carrying value of Contract Forwarding and the
present value of the proceeds received.
6. The pro forma financial effects have been prepared using the same
accounting policies as those applied in the most recent published annual
financial statements of Mvelaserve.
4. Conditions precedent
The only condition precedent was the obtaining by the purchaser of the necessary
funding which has been fulfilled.
5. Small related party transaction
The Disposal constitutes a small related party transaction in terms of para`s
10.1(b)(ii) and 10.7 the Listings Requirements of the JSE Limited.
PKF Corporate Finance (Pty) Ltd, as the independent professional expert, has
confirmed that the disposal is fair and their fairness opinion is available for
inspection at Mvelaserve`s registered office until 16 July 2012.
18 June 2012
Centurion
18 June 2012
Sponsor Independent professional expert
Investec Bank PKF
Limited
Date: 18/06/2012 10:25:01 Produced by the JSE SENS Department.
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