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Proper -
Proper Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/001940/06)
(Share code: PRO)
(ISIN code: ZAE000027181)
("Proper" or "the company")
Disposal announcement and profit expectation
Disposal
A subsidiary of the company, Properboer (Proprietary) Limited ("Properboer"),
has entered into an agreement with Mareu CC ("Mareu") whereby Mareu acquires the
business of Properboer"s Delmas office, as a going concern, with effect from 1
February 2003.
Nature of the business of the Delmas office
The Delmas office provides accounting and financial advisory services to
Properboer"s clients in the Delmas area.
Rationale for the transaction and expected benefits
Disposal of the Delmas office forms part of the company"s overall strategy of
restructuring the group and focusing on core business areas.
Consideration
The consideration of R702 932 is to be settled in cash and to be used to repay
creditors.
Financial effects
Based on the audited financial information of Proper for the 12 months ended 31
August 2002, the pro forma financial effects of the Delmas office disposal on
Proper"s net asset value per share, earnings per share and headline earnings per
share are set out below. This pro forma financial information has been prepared
for illustrative purposes only and because of its nature may not give a true
picture of Proper"s financial position and results of operations.
Before disposal After disposal Percentage
Audited Pro forma change
(Cents) (Cents)
(%)
Net asset value per share 32.7 (1) 30.7 (2) (6.12%)
Loss per share (31.48) (1) (34.05) (3) 8.16%
Headline loss per share (29.44) (1) (30.00) (4) 1.90%
1. The "before disposal" financial information is based on Proper"s published
annual results for the twelve months ended 31 August 2002;
2. The "after disposal" net asset value per share has been calculated on the
assumption that the disposal took place as at 31 August 2002, and takes into
account assets with a book value of R1 335 082 that were sold. The number of
shares used for this calculation was 30 746 173;
3. The "after disposal" earnings per share have been calculated on the
assumption that the disposal took place as at 1 September 2001. Earnings per
share have been adjusted to exclude the results of the Delmas office for the
twelve months ended 31 August 2002. The weighted average number of shares used
for this calculation was 31 536 946;
4. The "after disposal" headline earnings per share have been adjusted to
exclude the amortisation of goodwill and to exclude the loss on the disposal of
the Delmas office. The weighted average number of shares used for this
calculation was 31 536 946.
Categorisation of the transaction
The Delmas office disposal is a Category 3 transaction in terms of the JSE
Listings Requirements.
Profit expectation
Proper shareholders are advised that due to restructuring, results for the six-
month period ended 28 February 2003, will be below that of the previous
comparative period.
Details relating to the difference in profitability for the six-month period
ended 28 February 2003 will be provided when the interim results are published
in May 2003.
By order of the Board
Johannesburg
29 April 2003
Sponsor
KPMG
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