| Fri 5 Mar 2004, 14:43 | | ANNOUNCEMENT TO NAIL SHAREHOLDERS |
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NEW AFRICA INVESTMENTS LIMITED - ANNOUNCEMENT TO NAIL SHAREHOLDERS
NEW AFRICA INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/002467/06)
Share code: NAI and NAN
ISIN: ZAE000033338 and ZAE0000033346
("NAIL" or "the company")
ANNOUNCEMENT TO NAIL SHAREHOLDERS
1. INTRODUCTION AND RATIONALE
NAIL shareholders are referred to the NAIL announcement released on the
Securities Exchange News Service on 25 February 2004, wherein it was stated that
the board of directors of NAIL has commenced with the process of disposing of
NAIL"s underlying assets. Investec Bank Limited is authorised to announce that
in terms of such disposal process, subject to the fulfilment of certain
conditions precedent, NAIL has concluded agreements with various independent
parties for the disposal of NAIL"s interest in:
Jacaranda FM (Proprietary) Limited ("Jacaranda"); and
Radmark (Proprietary) Limited ("Radmark"),
(collectively "the disposals").
2. Jacaranda
2.1 . Introduction and nature of the business of Jacaranda
NAIL has an 87.5% interest in New Africa Broadcasting (Proprietary) Limited
("NAB") which has a 42.5% interest in Jacaranda. i.e. NAIL has an effective
37.2% interest in Jacaranda.
NAB has, subject to the fulfilment of the conditions precedent in paragraph 2.3
below ("the Jacaranda conditions precedent"), concluded an agreement to dispose
of its effective 42.5% interest in Jacaranda to Naledi Media Investments
Holdings (Proprietary) Limited ("Kagiso") (a wholly owned subsidiary of Kagiso
Media Investments (Proprietary) Limited ("Kagiso Media")) and Little Swift
Investments 36 (Proprietary) Limited ("Tiso") (a wholly owned subsidiary of Tiso
Capital Partners No.2 (Proprietary) Limited) ("the Jacaranda disposal").
Jacaranda is an adult contemporary music-led radio station, with a footprint
which stretches over the Gauteng, Mpumalanga, Limpopo and North West Provinces.
2.2 The Jacaranda disposal consideration
The total amount payable by Kagiso and Tiso in terms of the Jacaranda disposal
is R142.0 million, including the proportionate share of the cash balances within
Jacaranda as at 30 April 2003, for 42.5% of Jacaranda which amounts to R124.3
million to NAIL for its effective 37.2% interest ("the Jacaranda disposal
consideration"). The Jacaranda disposal consideration shall be adjusted for
working capital balance movements (including cash) up to the effective date of
the Jacaranda disposal (being the last business day of the month prior to the
fulfilment of the Jacaranda conditions precedent).
2.3 Conditions precedent
The Jacaranda disposal is, inter alia, subject to:
2.3.1 the approval of the Independent Communications Authority of South Africa
("ICASA") and the Competition Authorities and any other regulatory authorities
as are required to be obtained, on terms and conditions that are reasonably
acceptable to Kagiso, Tiso and NAB; and
2.3.2 the approval of NAIL shareholders in general meeting to the extent
required.
2.4 Financial effects of the Jacaranda disposal
The table below sets out the financial effects of the Jacaranda disposal based
on the unaudited interim results of NAIL for the six months ended 30 June 2003:
Per NAIL share Notes Before After Change
(cents) (cents (%)
)
Basic earnings 1 13.3 101.3 661.7
Headline earnings 1 19.2 19.4 1.0
Net asset value 2 1 266.9 1 1.9
291.5
Net tangible asset 2 1 046.3 1 8.3
value 133.3
Notes:
1. The "Before" column reflects the basic earnings and headline earnings per
NAIL share for the six months ended 30 June 2003 calculated on the basis of a
weighted average number of 121.515 million shares in issue throughout the
period. The "After" column assumes that the Jacaranda disposal was implemented
on 1 January 2003 and for:
* basic earnings per NAIL share, reflects a profit on the sale of Jacaranda of
R105.7 million and the after tax earnings which would have been earned had an
amount equivalent to the Jacaranda disposal consideration been invested by NAIL
at an after tax interest rate of 8.9% per annum for the six months ended 30 June
2003 in lieu of the consolidated after tax earnings of Jacaranda for the six
months ended 30 June 2003; and
* headline earnings per NAIL share, reflects the after tax earnings which would
have been earned had an amount equivalent to the Jacaranda disposal
consideration been invested by NAIL at an after tax interest rate of 8.9% per
annum for the six months ended 30 June 2003 in lieu of the consolidated after
tax earnings of Jacaranda for the six months ended 30 June 2003;
2. The net asset value per NAIL share has been calculated based on the market
value of listed investments and directors valuation of unlisted investments as
at 30 June 2003. The "Before" column reflects the net asset value and net
tangible asset value per NAIL share at 30 June 2003 calculated on the basis of
121.515 million shares in issue at 30 June 2003. The "After" column assumes that
the Jacaranda disposal was implemented on 30 June 2003 and reflects the
Jacaranda disposal consideration in lieu of the consolidated value of Jacaranda
at 30 June 2003.
3. Radmark
3.1 Introduction and nature of business of Radmark
NAIL has, through its wholly owned subsidiary New Africa Media Holdings
(Proprietary) Limited ("NAMH"), an effective 31.7% interest in Radmark. Radmark
is the largest private sector company dedicated to radio advertising sales in
South Africa.
NAIL has, subject to the fulfilment of the conditions precedent in paragraph 3.3
below ("the Radmark conditions precedent"), concluded an agreement to dispose of
NAMH"s 31.7% interest in Radmark to Kagiso Media and Tiso ("the Radmark
disposal").
3.2 The Radmark disposal consideration
The total amount payable by Kagiso Media and Tiso in terms of the Radmark
disposal is R14.6 million, including the proportionate share of the cash
balances in Radmark as at 30 April 2003, for 31.7 % of Radmark ("the Radmark
disposal consideration"). The Radmark disposal consideration shall be adjusted
for working capital balance movements (including cash) up to the effective date
of the Radmark disposal (being the last business day of the month prior to the
fulfilment of the Radmark conditions precedent).
3.3 Conditions precedent
The Radmark disposal is, inter alia, subject to:
3.3.1 the approval of the Competition Authorities and any other regulatory
authorities as are required to be obtained, on terms and conditions that are
reasonably acceptable to Kagiso, Tiso and NAB; and
3.3.2 the approval of NAIL shareholders in general meeting to the extent
required.
Bryanston
5 March 2004
Investment Sponsor Corporate law
bank Investec Bank advisers and
Investec Bank Limited consultants
Limited Edward Nathan &
Corporate Friedland (Pty)
Finance Limited
Date: 05/03/2004 01:36:07 PM Produced by the JSE SENS Department
