| Tue 10 Jan 2012, 15:49 | | PBT - PBT Group Limited - Financial effects on PBT for the 12 months ended 31 |
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PBT
PBT
PBT - PBT Group Limited - Financial effects on PBT for the 12 months ended 31
August 2011 regarding the acquisition and withdrawal of cautionary announcement
PBT Group Limited
(formerly Wooltru Limited)
Incorporated in the Republic of South Africa
Registration number: 1936/008278/06
Share Code: PBT ISIN: ZAE000149712
("PBT" or "the Company")
FINANCIAL EFFECTS ON PBT FOR THE 12 MONTHS ENDED 31 AUGUST 2011 REGARDING THE
ACQUISITION BY PBT OF THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF PRESCIENT
HOLDINGS (PROPRIETARY) LIMITED AND PRESCIENT CAPITAL (PROPRIETARY) LIMITED
INCLUDING STADIA FUND MANAGEMENT LIMITED AND 75% OF GREENFIELD INSTITUTE OF
BUSINESS (PROPRIETARY) LIMITED ("PRESCIENT"), THE SUBSEQUENT ACQUISITON BY
PRESCIENT OF AIB ASSET MANAGEMENT HOLDINGS (IRELAND) LIMITED AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
Shareholders are referred to the SENS announcement dated 3 October 2011
where it was announced that PBT has entered into a conditional agreement to
acquire Prescient ("the agreement"). PBT will acquire Prescient for a total
purchase consideration of R1 590 689 068 to be settled through an issue of
additional PBT ordinary shares at an issue price of R1.35 each to the
respective Prescient shareholders ("the transaction").
Further to the announcement dated 3 October 2011, it was announced on 21
November 2011 that Prescient has entered into a conditional agreement with
Allied Irish Bank PLC to acquire its asset management subsidiary, AIB Asset
Management Holdings (Ireland) Limited ("AIBAM") with its principal
subsidiary, being AIB Investment Managers Limited. Prescient has agreed to
acquire AIBAM for a maximum purchase consideration equal to 0.18% of assets
managed as at 31 December 2011 ("the AIBAM transaction").
As the financial effects were not disclosed in the announcement on 21
November 2011, they are set out below:
2 FINANCIAL EFFECTS OF THE TRANSACTION ON PBT FOR THE 12 MONTHS ENDED 31
AUGUST 2011
The unaudited pro forma financial effects on PBT, before and after the
acquisition, are based on the audited results of PBT for the 12 months
ended 31 August 2011. The financial information utilised for Prescient was
extracted from the unaudited management statements of comprehensive income
of the Prescient Group as at 31 March 2011 and the statement of financial
position for the 12 months ended 31 March 2011. The financial information
utilised for AIBAM was extracted from the unaudited management statements
of financial position of the AIBAM Group as at 31 December 2010 and the
statement of financial position for the 12 months ended 31 December 2010,
being the most recent available corresponding period. PBT`s directors are
satisfied with the quality of the management accounts utilised in preparing
these financial effects. The financial effects are presented for
illustrative purposes only, to provide information on how the acquisition
may have impacted on the results and the financial position of PBT. The
unaudited pro forma effects are the responsibility of PBT`s directors. Due
to the nature of the unaudited pro forma financial effects, they may not
fairly present PBT`s financial position and the results of its operations
after the acquisition. It has been assumed for the purpose of the
calculation of headline earnings per share and earnings per share that the
acquisition took place with effect from 1 September 2010, and for the
calculation of net asset value ("NAV") and tangible net asset value
("TNAV"), the acquisition took effect from 31 August 2011. The financial
effects do not purport to be indicative of what the financial results would
have been, had the acquisition been implemented on a different date. The
unaudited pro forma financial information has been presented in a manner
consistent in all respects with International Financial Reporting Standards
("IFRS") and PBT`s accounting policies have been applied consistently
throughout the period.
The reverse listing of PBT into the Wooltru Limited cash shell and the
subsequent change in the year-end and the capital structure have a
significant effect on the earnings per share and headline earnings per
share figures and requires careful analysis when considering the financial
effects of the transaction.
Before the After the Percentage After the Percentage
transaction transaction Change AIBAM Change
transaction
Basic 11.5 7.4 (35.6) 9.2 (20.1)
earnings per
share ("EPS")
(cents)
Diluted 11.5 7.4 (35.6) 9.2 (20.1)
earnings per
share
("DEPS")
(cents)
Headline 11.5 7.4 (35.6) 9.2 (20.1)
earnings per
share
("HEPS")
(cents)
Diluted 11.5 7.4 (35.6) 9.2 (20.1)
headline
earnings per
share
("DHEPS")
(cents)
NAV per share 24.5 37.8 54.1 37.8 54.1
(cents)
TNAV per 13.0 17.8 36.6 15.8 20.8
share (cents)
Shares in 281.8 1 460.1 1 460.1
issue
(million)
Weighted 197.8 1 376.1 1 376.1
average
number of
shares in
issue
(million)
Diluted 197.8 1 376.1 1 376.1
weighted
average
number of
shares in
issue
(million)
Notes:
1 The EPS, DEPS, HEPS and DHEPS in the "Before the transaction" column
of the table are based on the audited statement of comprehensive
income of PBT for the year ended 31 August 2011; and 197 795 721
ordinary shares in issue (being the weighted number of ordinary shares
in issue for the period ended 31 August 2011).
2 The EPS, DEPS, HEPS and DHEPS in the "After the transaction" column
and in the "After the AIBAM transaction" column of the table are based
on 1 376 083 920 shares in issue and the assumptions that:
* the acquisition became effective on 1 September 2010 and the
purchase consideration was settled on that date;
* transaction costs relating to the transaction are estimated to be
R1.2 million;
* the purchase consideration was settled through the issue of 1 178
288 199 PBT shares, issued to the vendors at an issue price of
R1.35 per PBT ordinary share.
3 The NAV per share and TNAV per share in the "Before the transaction"
column of the table are based on the audited statement of financial
position of PBT as at 31 August 2011 and 281 826 815 ordinary shares
in issue.
4 The NAV per share and TNAV per share in the "After the transaction"
column and in the "After the AIBAM transaction" column of the table
are based on the assumptions that the acquisition was completed on 31
August 2011 and the purchase consideration was settled through the
issue of 1 178 288 199 PBT shares, issued to the vendors at an issue
price of R1.35 per PBT share, with the total ordinary shares in issue
on 31 August 2011 being 1 460 115 014.
5 For purposes of calculating the purchase consideration for the AIBAM
transaction, the Rand/Euro exchange rate as at 31 December 2011 of
10.5132 was applied.
6 The pro forma financial effects have not been reviewed by PBT`s
auditors.
3 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the disclosure of the financial effects of the acquisition,
shareholders are no longer required to exercise caution when dealing in
their PBT shares, and accordingly the cautionary announcement released by
PBT on 21 November 2011 is hereby withdrawn.
4 REVERSE TAKE-OVER
Shareholders are reminded that the acquisition by PBT of the Prescient
Group is classified as a reverse take-over in terms of the JSE Listings
Requirements, therefore the JSE Limited ("JSE") will evaluate the continued
listing of PBT as if the company were a new applicant. Shareholders are
accordingly advised as to the uncertainty of whether or not the JSE will
allow the listing to continue following the transaction.
5 CIRCULAR TO SHAREHOLDERS
A circular relating to the acquisition by PBT of the Prescient Group
incorporating revised listing particulars and a notice of general meeting
and form of proxy will be posted to shareholders in due course.
Cape Town
10 January 2012
Sponsor and Independent Expert: Bridge Capital Advisors (Pty) Limited
Attorneys to PBT: Cliffe Dekker Hofmeyr Inc
Date: 10/01/2012 15:49:01 Produced by the JSE SENS Department.
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employees and agents accept no liability for (or in respect of) any direct,
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howsoever arising, from the use of SENS or the use of, or reliance on,
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