| Tue 3 Feb 2004, 18:05 | | Partial disposal of Aquila"s interest in Global Re |
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Aquila - Partial disposal of Aquila"s interest in Global Resorts SA (Pty)
Limited
Aquila Growth Limited
Incorporated in the Republic of South Africa
(Registration number 1995/003158/06)
Share code: AQL ISIN: ZAE000013959
("Aquila" or "the company")
Partial disposal of Aquila"s interest
in Global Resorts SA (Pty) Limited
1. Introduction
Further to the cautionary announcement dated 26 January 2004,
shareholders are notified that Aquila has entered into an agreement with a
consortium of investors including the management of Global Resorts SA (Pty)
Limited ("GRSA") ("the purchaser"), relating to:
* the disposal of 50% of the company"s 23,43% interest in GRSA
("the disposal") to the purchaser for a cash consideration of
R123 992 073; and
* the repayment of Aquila"s claims against GRSA, in the amount of
R7 524 197 in cash ("the repayment"),
collectively, "the transaction". The transaction is subject to the
fulfilment of the conditions precedent set out in paragraph 5 below.
2. Terms of the disposal and the repayment
Aquila will dispose of an 11,72% interest in GRSA to the purchaser for an
amount of R123 992 073 ("the disposal consideration"), payable in cash on
fulfilment of the conditions precedent. The effective date of the disposal
is 1 January 2004. The disposal consideration will be escalated by 9% per
annum ("the escalation rate") from 1 January 2004 to the date of payment.
Aquila"s claims against GRSA of R7 524 197 will be repaid in full by no
later than 31 May 2004. The claims will bear interest at the escalation rate
from 1 January 2004 to the date of payment.
Warranties, normal for a disposal of this nature, have been given by
Aquila to the purchaser.
Following the disposal, Aquila will have a remaining 11,71% interest in
GRSA. Aquila has given an irrevocable undertaking to the purchaser to
perform all acts reasonably required to list GRSA on the JSE Securities
Exchange South Africa ("the JSE").
3. Rationale for the transaction
Aquila"s investment philosophy is to acquire significant minority or
controlling shareholdings in predominantly unlisted industrial and
commercial companies operating in high growth markets with experienced owner
management teams in order to generate and ultimately realise strong capital
growth. This reinforces Aquila"s view that investment performance in private
equity and venture capital should be assessed in the medium to long term
over a five to ten-year period. Following the disposal, the directors intend
making decisions with respect to the application of the disposal
consideration and the company"s remaining shareholding in GRSA.
4. Financial effects of the disposal
Set out in the table below are the pro forma financial effects of the
disposal based on Aquila"s interim results for the six months ended
31 August 2003. The pro forma financial effects have been prepared for
illustrative purposes only to provide information of how the disposal may
have impacted on the results and financial position of Aquila. Because of
their nature, the pro forma financial effects may not give a fair reflection
of Aquila"s financial position after the disposal or the effect on future
earnings.
Before the After the Percentage
Note disposal1 disposal change
(cents) (cents) (%)
Earnings per share 2 8,90 46,21 419,21
Headline earnings per share 2 4,61 (0,38) (108,24)
Net asset value per share 3 194,79 233,59 19,92
Net tangible asset value per share 3 183,43 222,24 21,16
Notes:
1. Extracted from the unaudited interim results of Aquila for the six months
ended 31 August 2003.
2. Earnings and headline earnings per share are based on the following
assumptions:
* the disposal was effective 1 March 2003;
* the disposal consideration was invested at a pre-tax interest rate of 13%
per annum;
* a tax rate of 30%;
* earnings and headline earnings have been adjusted for equity accounted
earnings pertaining to Aquila"s 23,43% interest in GRSA;
* headline earnings have been adjusted for the profit on the disposal,
calculated at 1 March 2003, of R58,4 million (the actual profit to be
realised by Aquila will be reduced by equity accounted earnings to the
effective date); and
* 126 835 116 shares in issue during the period.
3. Net asset and net tangible asset value per share are based on the
following assumptions:
* the disposal was effective 31 August 2003; and
* 124 903 319 shares in issue at 31 August 2003.
4. GRSA"s net asset value at 31 December 2002 and its net profit after tax
(before exceptional items) for the year ended 31 December 2002, were R854
million and R85 million, respectively.
5. Conditions precedent
The transaction is subject to the fulfilment of the following conditions
precedent:
* the approvals of the regulatory authorities to the extent necessary to
implement the disposal; and
* approval by the Aquila shareholders in general meeting.
6. Documentation
A circular, which is subject to the approval of the JSE, will be sent to
shareholders in due course. The circular will contain details of the
transaction and will incorporate a notice of general meeting to Aquila
shareholders.
Bryanston
3 February 2004
Sponsor
BRIDGE CAPITAL
Merchant bank
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
Legal advisers
PETER DAWE AND ASSOCIATES
Date: 03/02/2004 05:56:04 PM Produced by the JSE SENS Department
