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Super Group Limited
Registration number: 1943/016107/06
(Share code: SPG)
(ISIN Code: ZAE000011334)
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
REGARDING SUPER GROUP'S STAKE IN UNIFER
AND ACCEPTANCE OF ABSA'S PROPOSAL
INTRODUCTION
Shareholders are referred to the Super Group Limited ("Super Group")
cautionary announcement dated 15 January 2002 and the UniFer Holdings
Limited ("UniFer") announcements including the announcement dated 6 March
2002.
Shareholders were advised that the events at UniFer may impact on Super
Group and accordingly were advised to exercise caution in their dealings in
Super Group shares.
The potential impact on Super Group was dependant on the determination of
the net asset value of UniFer.
The Board of UniFer has determined the net asset value of UniFer at 31
December 2001 to be a negative R1 144 million (equating to a negative 87.8
cents net asset value per UniFer share).
The UniFer external auditors, Ernst and Young, and the independent auditors,
Deloitte and Touche, have reviewed the determination of the net asset value
of UniFer and their reports support the UniFer Board's determination.
The UniFer Board in previous announcements agreed to the recapitalisation of
UniFer by way of a rights offer on the basis that if the net asset value per
UniFer share was negative, the rights offer would have been undertaken at 1
cent per share.
THE ABSA PROPOSAL
Shareholders are referred to the Absa Group Limited ("Absa") proposal
detailed in the UniFer announcement dated 6 March 2002 proposing a scheme of
arrangement in terms of Section 311 of the Companies Act, 1973 (Act 61 of
1973), as amended ("the Absa proposal").
In terms of the Absa proposal, Absa will, subject to certain conditions
precedent, offer UniFer minority shareholders 6.25 cents per UniFer share
payable in cash.
The UniFer Board appointed Barnard Jacobs Mellet Corporate Finance
(Proprietary) Limited ("BJM") as an independent advisor to advise the UniFer
Board as to whether the proposal consideration is fair and reasonable to
UniFer minority shareholders. BJM has advised the UniFer Board that it has
considered the terms and conditions of the Absa proposal and is of the
opinion that the terms and conditions are fair and reasonable to UniFer
minority shareholders.
EFFECT ON SUPER GROUP
Had the equity accounted earnings from UniFer been excluded from the Super
Group's latest published results, the impact would have been as follows:
Year ended Six months to
31 March 2001 30 September 2001
Reduction in headline earnings per
share (cents) 12,5 6,9
% decrease in headline earnings per share 13,3% 14,7%
Following the recent depreciation of the Rand against the US Dollar, our
cross border transport and logistics operations will record additional
foreign currency gains of approximately R15m.
In terms of the Absa proposal, Super Group will receive R15,6 million in
cash for its shareholding in UniFer.
The Super Group exposure and commitment to UniFer is limited to the carrying
value of its investment. The effect on Super Group's earnings per share and
net asset value per share has been calculated on the basis of the carrying
value of the investment in UniFer being written-down to the proceeds (R15.6
million) to be received in terms of the Absa proposal.
The impact of this on the latest audited financial statements would have
been as follows:
Year ended
31 March 2001
Write down - carrying value of investment in UniFer (R'000) 116 585
Earnings per share prior to write down (cents) 146.0
Effective reduction in earnings per share (cents) 34.5
% decrease in earnings per share 23.6%
Net asset value prior to write down (cents) 378.90
Effective reduction in net asset value (cents) 33.58
% decrease in net asset value 8.9%
OPINIONS AND UNDERTAKINGS
The Super Group Board believes that the acceptance of the Absa proposal is
in the best interest of shareholders and has, in this regard, given an
irrevocable undertaking to Absa to support the Absa proposal to acquire all
the ordinary shares in the issued share capital of UniFer for 6.25 cents per
UniFer share payable in cash.
Shareholders are accordingly advised that the cautionary notice dated 15
January 2002 has been withdrawn.
SANDTON
6 March 2002
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