| Tue 27 Nov 2001, 0:00 | | Reunert Limited - Acquisition By Reunert Of Marcon |
|
Acquisition by Reunert of Marconi Communications Africa (Proprietary)
Limited's ("Marconi's") shareholding in
Siemens Telecommunications (Proprietary) Limited ("Sietel")
("The acquisition")
1. INTRODUCTION
Prior to the acquisition, Reunert owned 38 500 shares in Sietel (a 27,5%
shareholding) and Marconi owned 30,100 shares in Sietel (a 21,5%
shareholding). Reunert and Marconi have entered into an agreement in terms
of which Reunert has acquired Marconi's shares in Sietel. This will result
in Reunert's shareholding in Sietel increasing to 49%.
Simultaneous with the acquisition of Marconi's shares, Reunert has granted
Siemens Limited a call on 12 600 of the shares (9%) which could be exercised
within a period of 180 days from the effective date. If the call is
exercised, Reunert's shareholding in Sietel will reduce to 56 000 shares (a
40% shareholding).
2. RATIONALE FOR ACQUISITION
Reunert has recognized that there are significant growth opportunities in
the Telecommunications Industry in South Africa and other parts of Africa,
from which Sietel will benefit. Aside from its increased shareholding in
Sietel, Reunert's Telecommunications interests also include a shareholding
in ATC (Proprietary) Limited.
3. MATERIAL TERMS OF THE ACQUISITION
The effective date of the acquisition is 23 November 2001 and the
acquisition consideration is R279 500 000 (two hundred and seventy nine
million five hundred thousand Rand).
4. FINANCIAL EFFECTS
An announcement was published on 22 November 2001 regarding the acquisition
by Reunert of an additional 37,28% in Nashua Nedtel Communications
(Proprietary) Limited ("the Nashua Nedtel acquisition"). Column "A" in the
table below reflects the pro forma effect of the Nashua Nedtel acquisition
on the basic earnings, headline earnings and net asset value of Reunert.
Column "B" reflects the pro forma combined effect of the Nashua Nedtel
acquisition and the acquisition on the basic earnings, headline earnings and
net asset value of Reunert. The reference to the "After" column in the
notes below only refer to column "B".
"A" "B"
Before After After
cents cents cents %
Notes per share per share per share change
Basic
earnings 1 174,4 167,7 169,3 2,9
Headline
earnings 2 176,0 180,3 194,7 10,7
Net tangible
asset value 3 400,4 291,6 175,0 (56,3)
Net asset
value 4 406,2 406,2 406,2 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 acquisitions were 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 acquisitions were 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 acquisitions were 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 acquisitions were effective on 1 October 2000.
5. The above calculations assume that the call option, referred to in the
introduction to this notice, had not been exercised.
Sandton
27 November 2001
Sponsor
RAND MERCHANT BANK
CORPORATE FINANCE
A Division of FirstRand Bank Limited
-
