| Thu 22 Nov 2001, 0:00 | | Reunert Limited - Acquisition Announcement |
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Announcement regarding:
* the acquisition by Reunert of Nedcor Bank Limited's ("Nedcor's")
shareholding in Nashua Nedtel Communications (Proprietary) Limited ("Nashua
Mobile") ("the acquisition"); and
* a further cautionary announcement.
1. INTRODUCTION
Prior to the acquisition, Reunert owned 5 650 350 shares in Nashua Mobile (a
58,0% shareholding) and Nedcor owned 3 632 143 shares in Nashua Mobile (a
37,28% shareholding). Reunert and Nedcor have entered into an agreement in
terms of which Reunert has acquired Nedcor's shares in Nashua Mobile. This
will result in Reunert's shareholding in Nashua Mobile increasing to 95,28%.
The remaining shares are held by Metropolitan Life Limited, a wholly-owned
subsidiary of New Africa Capital Limited.
2.RATIONALE FOR THE ACQUISITION
Reunert regards the acquisition of the aforementioned interest in Nashua
Mobile, a cellular telephony service provider, as of strategic importance.
This business is closely aligned through its common customer base with
Reunert's wholly-owned office automation company, Nashua Limited, and the
acquisition will further strengthen Reunert's investment in one of its core
activities.
3. MATERIAL TERMS OF THE ACQUISITION
The effective date of the acquisition is 1 December 2001 ("the effective
date") and the acquisition consideration is R224 602 857 (two hundred and
twenty four million six hundred and two thousand eight hundred and fifty
seven Rand).
4. FINANCIAL EFFECTS
The table below sets out the pro forma effect of the acquisition on the
basic earnings, headline earnings, net tangible asset value and net asset
value of Reunert:
Before After
cents cents
Notes per per %
share share change
Basic earnings 1 174,4 167,7 (3,8)
Headline earnings 2 176,0 180,3 2,5
Net tangible asset value 3 400,4 291,6 (27,2)
Net asset value 4 406,2 406,2 Nil
Notes:
1. The "Before" column is the audited basic earnings per Reunert share
calculated on the weighted average of 191,7 million shares in issue for the
year ended 30 September 2001. The "After" column reflects the pro forma
basic earnings per Reunert share assuming the acquisition was effective on 1
October 2000 and adjusted for the amortisation of goodwill and the
acquisition cost which reduces interest earned at a rate of 7,15%, being the
average after-tax interest rate earned by Reunert on cash resources for the
year ended 30 September 2001.
2. The "Before" column is the audited headline earnings per Reunert share
calculated on the weighted average of 191,7 million shares in issue for the
year ended 30 September 2001. The "After" column reflects the pro forma
headline earnings per Reunert share assuming the acquisition was effective
on 1 October 2000 and adjusted for the acquisition cost which reduces
interest earned at a rate of 7,15%, being the average after-tax interest
rate earned by Reunert on cash resources for the year ended 30 September
2001.
3. The "Before" column is the audited net tangible asset value per Reunert
share calculated on the net 186,9 million shares in issue at 30 September
2001. The "After" column reflects the pro forma net tangible asset value per
Reunert share assuming the acquisition was effective on 1 October 2000 and
adjusted for the items referred to in Note 1.
4. The "Before" column is the audited net asset value per Reunert share
calculated on the net 186,9 million shares in issue at 30 September 2001.
The "After" column reflects the pro forma net asset value per Reunert share
assuming the acquisition was effective on 1 October 2000.
5. FURTHER CAUTIONARY
Shareholders are advised that Reunert is involved in further negotiations
which, if successfully concluded, may have an effect on the price of Reunert
shares. Accordingly, shareholders are advised to continue to exercise
caution when dealing in their shares until such time as a further
announcement is made.
Sandton
21 November 2001
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
