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PROFURN LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/015363/06)
Share code: PON ISIN: ZAE000016481
("Profurn" or "the Company")
Financial effects of the proposed scheme of arrangement and withdrawal of
cautionary
1. Introduction
Shareholders are referred to the cautionary announcement dated
27 January 2003, in which Profurn shareholders were advised that an
agreement had been reached between FirstRand Bank Limited ("FirstRand"),
Profurn and JD Group Limited ("JD") whereby JD will propose a scheme of
arrangement in terms of section 311 of the Companies Act No 61, 1973, as
amended, between Profurn and its shareholders to acquire all of the shares
held by such shareholders ("Profurn shareholders") for a consideration of
19.75846 JD shares for every 100 Profurn shares ("the scheme
consideration") ("the scheme"), subject to certain conditions precedent
being fulfilled.
The financial effects of the scheme are now set out in paragraph 2 below.
2. Financial effects of the scheme
The financial statements of Profurn are prepared on the historical cost
basis in accordance with South African Statements of Generally Accepted
Accounting Practice ("GAAP").
The financial statements of JD are prepared on the historical cost basis in
accordance with GAAP and International Accounting Standards ("IAS"). During
the year ended 31 August 2002, JD changed its accounting policy relating to
financial instruments in accordance with the provisions of IAS39: Financial
Instruments: Recognition and Measurement.
Per each ordinary Notes Before After % Change
Profurn share (cents) (cents)
Headline Earnings 1 (179.6) (6.8) 96.2%
Net asset value 2 739.5 348.0 (52.9%)
Market value 3 200.0 430.5 115.3%
Market value 4 415.0 430.5 3.7%
Notes:
1). The amount in the "Before" column is based on the audited interim
financial results of Profurn for the six months ended 30 June 2002.
The amount in the "After" column is based on:
a) the audited interim financial results of Profurn for the six months
ended 30 June 2002, which have not been adjusted to be in accordance
with JD accounting policies and estimates; and
b). the financial results of JD for the 6 months ended 31 August 2002,
derived from the audited interim financial statements for the 6 months
ended 28 February 2002 and the audited annual financial statements for
the year ended 31 August 2002; and
c). the scheme consideration being 19.75846 JD shares for every 100
Profurn shares held.
2). The amount in the "Before" column is based on the audited net asset
value as per the interim financial results of Profurn at 30 June 2002.
The amount in the "After" column represents the JD net asset value per
scheme share at 31 August 2002, adjusted for the purchase
consideration of 53.7 million JD shares, and is based on 165,808
million JD shares, net of treasury shares, in issue after the
implementation of the scheme.
3). The amount in the "Before" column is based on the share price of
Profurn at the close of business on 26 June 2002, the prior to the
publication of the cautionary announcement pertaining to the proposed
transaction between JD and FirstRand regarding Profurn on 27 June
2002. The amount in the "After" column represents the scheme
consideration per scheme share based on the market price of JD on 31
January 2003 of 2179 cents per share.
4). The amount in the "Before" column is based on the share price of
Profurn at the close of business on 31 January 2003, the last
practicable date on which Profurn shares traded on the JSE prior to
the publication of this announcement. The amount in the "After"
column represents the scheme consideration per scheme share based on
the market price of JD on 31 January 2003 of 2179 cents per share.
3. Withdrawal of cautionary announcement
Profurn shareholders are advised that the previous cautionary announcements
issued are hereby withdrawn.
4. Documentation and further announcement
Further announcements and the salient dates pertaining to the scheme, will
be published on the Stock Exchange News Service and in the press in due
course.
A circular containing full details of the scheme will be posted to Profurn
shareholders during February.
Johannesburg
4 February 2003
Merchant Bank to Profurn Attorneys to Profurn
Rand Merchant Bank Fluxmans Inc.
Sponsor to Profurn Independent advisor
Grant Thornton Kessel Ernst & Young Corporate
Feinstein Corporate Sponsors Finance (Proprietary) Limited
(Proprietary) Limited
Date: 04/02/2003 05:21:27 PM Produced by the JSE SENS Department
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