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SUPER GROUP LIMITED - SIGNATURE OF LEGAL AGREEMENTS RELATING TO AN EMPOWERMENT
TRANSACTION, RELATED FINANCIAL EFFECTS AND WITHDRAWAL OF
CAUTIONARY
Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1943/016107/06)
JSE Share code: SPG
ISIN Code: ZAE000011334
(`Super Group` or `the Company`)
Peu Investment Group(Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/003899/07)
(`Peu`)
SIGNATURE OF LEGAL AGREEMENTS RELATING TO AN EMPOWERMENT TRANSACTION, RELATED
FINANCIAL EFFECTS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of Super Group are referred to the cautionary announcement
dated 8 April 2004 regarding an empowerment transaction that will result in
Peu acquiring a 25.1% equity holding in Super Group (`the transaction`) as
well as the further cautionary announcement dated 20 May 2004.
2. SIGNATURE OF LEGAL AGREEMENTS
Shareholders are advised that the requisite legal agreements relating to
the transaction and a financing agreement between Peu and a third party
financier were signed on 21 June 2004. Shareholders are further advised
that the terms as announced on 8 April 2004 remain materially the same.
The implementation of the transaction remains subject, inter alia, to the
fulfillment of the remaining conditions as announced on 8 April 2004.
3. FINANCIAL EFFECTS
The following table has been prepared for illustrative purposes only and
sets out the unaudited pro forma financial effects of the transaction per
ordinary share of Super Group, based on the Company`s reviewed results for
the year ended 30 June 2004. The directors of Super Group are responsible
for the preparation of the pro forma financial effects.
Note Before After % Change
Net asset value per share (cents) 2 391.1 453.5 16.0
Net tangible asset value per share 2 269.4 327.5 21.6
(cents)
Earnings per share (cents) 3 113.5 110.8 (2.4)
Headline earnings per share (cents) 3 123.8 121.2 (2.1)
Fully diluted earnings per share 4 113.5 108.2 (4.7)
(cents)
Fully diluted headline earnings per 4 123.8 118.2 (4.5)
share (cents)
Total number of shares in issue 2,6 357 397 11.1
(`000) 575 843
Total number of Super Group `A` 5 - 68 130 100.0
ordinary shares (`000)
Effective number of shares (`000) 2 316 357 12.7
796 064
Weighted average number of shares 2 308 348 13.0
(`000) 723 992
Diluted weighted average number of 2,4 308 357 15.9
shares (`000) 723 654
Notes:
1. The pro forma financial effects assume that the transaction was
effected on 1 April 2003.
2. The increase in net asset value, net tangible value, total shares,
effective shares and weighted average shares is due to the issue of 40
268 456 ordinary shares at a premium of 8.84 cents per share.
3. The decrease in earnings and headline earnings per share is mainly as
a result of using an after tax interest rate of 7.21% to the net cash
received whereas the Group earned a return on capital employed well in
excess of this rate.
4. The decline in fully diluted headline earnings per share is due to
Note 3 above and the inclusion of 8 662 000 Super Group `A` ordinary
shares.
5. The Super Group `A` ordinary shares are deemed to be a financial
liability in terms of AC 125 and have no effect on the number ordinary
shares in issue, save for the inclusion of 8 662 000 Super Group `A`
ordinary shares that have been included in the diluted number of
shares in issue. Refer 4 above.
6. The total number of shares in issue excludes the 7,000,000
compulsorily convertible debentures that converted on 1 June 2004, on
the basis of one ordinary share for each debenture held. The
application for listing in respect of these shares is in the process
of being finalised and submitted to the JSE Securities Exchange, South
Africa.
4. WITHDRAWAL OF CAUTIONARY
Shareholders of Super Group are no longer required to exercise caution in
their dealings in Super Group shares with respect to the transaction.
Johannesburg
21 June 2004
Financial adviser and sponsor to Super Group
Deutsche Securities (SA) (Proprietary) Limited
Legal adviser to Super Group
Nucleus Corporate Finance (Proprietary) Limited
Reporting accountants to Super Group
KPMG Inc.
Independent adviser
NM Rothschild & Sons (SA) (Proprietary) Limited
Financial adviser to Peu
Investec Corporate Finance
Peu Capital
Legal adviser to Peu
Edward Nathan & Friedland (Proprietary) Limited
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