| Tue 4 Jun 2002, 0:00 | | Peregrine Holdings Limited - Announcement Regardin |
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Peregrine Holdings Limited - Announcement regarding an increased
shareholding in Citadel Holdings Limited ("Citadel") and further cautionary
announcement
Peregrine Holdings Limited
(Registration number 1994/006026/06)
("Peregrine")
JSE code: PGR ISIN code: ZAE000015152
Announcement regarding an increased shareholding in Citadel Holdings Limited
("Citadel") and further cautionary announcement
1. Introduction
Shareholders are referred to the cautionary announcement dated 29 May 2002
and the Peregrine results announcement published simultaneously with this
announcement ("the results announcement").
Peregrine Corporate Advisory Services (Proprietary) Limited is authorised to
announce that -
1.1 during the financial year ended 31 March 2002, in a number of separate
transactions, Peregrine -
1.1.1 increased its shareholding in Citadel (a public, unlisted company)
from 4,97% to 16,25%; and
1.1.2 acquired options to subscribe for shares in Citadel which, together
with the options already owned by Peregrine to subscribe for and purchase
Citadel shares (collectively "the options"), if fully exercised, would
result in Peregrine holding in excess of 50% of Citadel.
1.2 the aggregate purchase price paid by Peregrine for the purchase of the
shares and options in terms of paragraph 1.1 was R51,0 million, which
purchase price was settled by a combination of cash and the effective sale
of certain investment banking assets;
1.3 the results announcement takes into account the financial effects of
the purchase of the shares in terms of paragraph 1.1.1 (on an equity
accounted basis), the purchase price paid for such shares and the options
and the assets utilised to settle such purchases;
1.4 subsequent to 31 March 2002, Peregrine has acquired an additional
16,88% of the shares in Citadel ("the further acquisition"), resulting in
Peregrine holding 33,13% of Citadel, excluding the options.
2. Nature of business of Citadel
Citadel is a well established private client wealth management business
focused on meeting the increasingly sophisticated needs of high net worth
individuals who seek ongoing and holistic financial/investment advice in a
global context. The experienced multi disciplinary team of specialists
within Citadel embrace the wide range of skills necessary to provide a
comprehensive and integrated service to such investors in recommending and
implementing, through its well known house view, a financial plan suited to
each individual`s circumstances.
3. Rationale for the increased shareholding in Citadel
Peregrine`s increased shareholding in Citadel will :
- complete the transformation of its investment from a private equity
investment into a substantial component of Peregrine`s range of asset
management services;
- provide the Peregrine group with a vehicle focused specifically on wealth
management for high net worth individuals; and
- increase the assets under management within the Peregrine group by almost
R9,0 billion.
4. Terms and details of the further acquisition
4.1 The aggregate purchase price payable for the further acquisition -
4.1.1 is R40,0 million;
4.1.2 has been discharged by a combination of R1,0 million in cash ("the
consideration cash") and by the issue of 15 279 800 ordinary shares ("the
consideration shares") of R0,001 each in the issued share capital of
Peregrine ("Peregrine shares") at an average issue price of R2,55 per
consideration share.
4.2 The further acquisition has been implemented over the period from
1 April 2002 to 31 May 2002.
5. Financial effects
The table below sets out the pro forma effects of the further acquisition on
the headline earnings per Peregrine share, net asset value per Peregrine
share and net tangible asset value per Peregrine share based on the
following assumptions:
- the "before" column is based on the audited annual results of Peregrine
for the year ended 31 March 2002 (as set out in the results announcement);
- the further acquisition had been effective from 1 July 2001;
- the unaudited headline earnings of Citadel for the nine month period from
1 July 2001 to 31 March 2002 amounted to R33,9 million;
- the consideration shares were issued and the consideration cash was paid
on 1 July 2001;
- headline earnings per Peregrine share is based on the weighted average
number of Peregrine shares in issue; and
- net asset value per Peregrine share and net tangible asset value per
Peregrine share are based on the actual number of Peregrine shares in issue
after taking account of shares held as treasury stock.
Before the Pro forma % increase /
Further after the (decrease)
acquisition further
acquisition
Headline earnings per 52,2 52,7 0,9
Peregrine share
(cents)
Net asset value per 184,5 193,5 4,9
Peregrine share
(cents)
Net tangible asset 140,3 136,9 (2,5)
value per Peregrine
share (cents)
Weighted average 207 215 167 218 675 017 5,5
number of Peregrine
shares in issue
Actual number of
Peregrine shares in 201 357 376 216 637 176 7,6
issue after taking
account of shares held
as treasury stock
6. Further cautionary announcement
Peregrine continues to be involved in negotiations relating to further
increasing its stake in Citadel which are expected to have a material
positive effect on Peregrine. Accordingly shareholders are advised to
exercise caution when dealing in their Peregrine shares until such time as a
further detailed announcement, setting out the outcome of such negotiations
(including the financial effects thereof), is published. As Citadel,
although not listed, is a public company, the provisions of the Securities
Regulation Code on Takeovers and Mergers and the Rules of the Securities
Regulation Panel apply. In the event that the negotiations result in a
change of control of Citadel, Peregrine will be required to extend an offer
to the remaining shareholders of Citadel.
Sandton
4 June 2002
Corporate advisor and sponsor
Peregrine Corporate Advisory Services (Pty) Ltd
