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Corpcapital Limited - Disposal of Stake in Macadams
Corpcapital Limited
Registration No. 1983/011384/06)
Share code: CPA ISIN code: ZAE000034260
(`Corpcapital` or `the company`)
DISPOSAL OF STAKE IN MACADAMS
TRANSACTION
Java Capital is authorised to announce that Corpcapital has concluded an
agreement with Macadams Baking Systems Holdings (Proprietary) Limited
(`Macadams`) in terms of which Macadams will repay the shareholders loan owing
to Corpcapital (`the shareholders loan`) and repurchase Corpcapital`s shares in
Macadams (`the Macadams shares`) with effect from 1 June 2004.
As a result of the transaction, Corpcapital will receive an aggregate amount of
R44 000 000, comprising:
- R23 239 172 in repayment of the shareholders loan; and
- R20 760 828 in consideration for the Macadams shares.
The amount due to Corpcapital will bear interest at prime plus 2% from 1 June
2004 until the date of payment and will be discharged as follows:
- R10 000 000 of the shareholders loan was repaid in March 2004;
- R30 000 000 within five business days of the effective date; and
- the balance of R4 000 000 in three equal instalments every four months
after the effective date.
RATIONALE FOR THE DISPOSAL
On 28 February 2003 Corpcapital announced a strategy to unlock value for
shareholders by responsible realisation of the company`s investments and the
return of capital to shareholders. The transaction is in line with this
strategy.
CONDITION PRECEDENT
The transaction is conditional upon a facility agreement concluded by Macadams
becoming unconditional in accordance with its terms by 18 June 2004.
FINANCIAL EFFECTS
The pro forma financial effects of the transaction set out in the table below
have been prepared for illustrative purposes only to provide information on how
the transaction may have impacted on the results and financial position of
Corpcapital for the six months ended 29 February 2004. Because of their nature,
the pro forma financial effects may not give a fair reflection of Corpcapital`s
financial position after the transaction or the effect on future earnings.
Note Before(1) After the Change
transaction
(cents) (cents) (%)
Earnings per
share 59.9 59.1 (1.3)
Headline
earnings per
share (9,0) (9.3) N/a
Net asset value
per share
81.7 80.5 (1.5)
Net tangible
asset value per
share 81.7 80.5 (1.5)
Notes:
The figures in the `Before` column were extracted from the reviewed interim
results of Corpcapital for the six months ended 29 February 2004 (`the period`).
The earnings per share and headline earnings per share calculation in the `After
the transaction` column are based on the following assumptions:
- the transaction was effective 1 September 2003;
- interest would have been earned on the consideration for the Macadams loan
and shares for the period at an after tax interest rate of 8.1% being
Corpcapital`s net after tax cost of funding for the period;
- Corpcapital would have incurred a capital loss on the disposal of the
Macadams shares equivalent to R1.7 million being the difference between the
consideration for the Macadams shares and Corpcapital`s share of Macadams`
net asset value as at 31 August 2003 (consolidated as a subsidiary of
Corpcapital to the date of sale) and after paying capital gains tax of
R0,225 million;
- Corpcapital had 335,479 million weighted average shares in issue during the
period.
The net asset value per share and net tangible asset value per share calculation
in the `After the transaction` column are based on the following assumptions:
- the transaction was effective 29 February 2004;
- Corpcapital`s share of Macadams` net asset value, (consolidated as a
subsidiary of Corpcapital) as at 28 February 2004, was R48,2 million;
- Corpcapital had 360,801 million shares in issue at 29 February 2004,
excluding treasury shares.
IMPACT ON REALISABLE NET ASSET VALUE
It is not expected that the transaction will have any impact on the previously
published estimate of the ultimate realisable net asset value of 72,4 cents per
Corpcapital share as at 29 February 2004.
Rosebank
8 June 2004
Corporate Advisor, Sponsor and Legal Advisor
Java Capital (Proprietary) Limited
Date: 08/06/2004 12:55:05 PM Produced by the JSE SENS Department
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