| Thu 23 Dec 2004, 13:10 | | CASH DISTRIBUTION TO m CUBED SHAREHOLDERS |
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M Cubed Holdings Limited - Cash distribution to M Cubed shareholders
M CUBED HOLDINGS LIMITED
Registration number: 1998/014568/06
Share code: MCU
ISIN: ZAE000033353
(`m Cubed`)
CASH DISTRIBUTION TO m CUBED SHAREHOLDERS
1. BACKGROUND
Further to the announcements published on SENS on Thursday, 2 September 2004 and
Friday, 10 December 2004 and in the press on Friday, 3 September 2004 and
Monday, 13 December 2004 regarding the merger of the multi-management operations
of m Cubed and Momentum International Multi-Managers (Proprietary) Limited
(`MIMM`) into a new asset management company (`AM Holdco`), and the disposal by
m Cubed of that percentage of AM Holdco to MIMM for R72 million as will result
in AM Holdco being held in equal shares by m Cubed and MIMM (`the transaction`),
shareholders of m Cubed are advised that the board of m Cubed (`the board`)
recommends a cash distribution of R100 million, conditional upon the transaction
being approved by shareholders. The board is of the opinion that m Cubed will
be over-capitalised post the transaction.
2. TERMS
Subject to the implementation of the transaction and the passing of the ordinary
resolution necessary for the cash distribution, it is proposed to distribute
cash of R100 million to m Cubed shareholders, equivalent to 13,33333 cents for
each m Cubed share held on the record date. Following the cash distribution, m
Cubed`s share premium account will be reduced by R100 million from R332,5
million to R232,5 million.
3. FINANCIAL EFFECTS
3.1 The table below sets out the unaudited pro forma financial effects of the
transaction and the cash distribution on the earnings and headline earnings and
the net asset value and tangible net asset value per m Cubed share, based on the
assumptions that:
3.1.1 for the purposes of the earnings and headline earnings per share
calculations:
- the results of m Cubed`s multi-management operations for the year
ended 29 February 2004 were combined with the results of MIMM`s multi-
management operations for the year ended 30 June 2004;
- the R72 million disposal consideration was received by m Cubed on 1
March 2003, and that such consideration was invested to earn a pre-
tax return of 7% during the financial year ended 29 February 2004; and
- the R100 million cash distribution was effected on 1 March 2003, and
that a pre tax return of 7% was forfeited during the financial year
ended 29 February 2004.
3.1.2 for the purposes of the net asset value and tangible net asset value
per share calculations, the transaction and the cash distribution were
deemed to have been effected on 29 February 2004.
Pro forma after
Pro forma after the cash
Audited(1) the transaction distribution
Before After % After % change
(cents) (cents) change (cents)
Earnings per share(2) 2,4 2,4 - 1,8 (25)
Headline earnings per 5,6 5,2 (7) 4,5 (13)
share(2)
Net asset value per 50,9 59,6 17 46,3 (22)
share(3)
Tangible net asset 27,2 37,1 36 23,8 (36)
value per share(3)
Notes:
(1) Extracted from the audited consolidated financial statements of m
Cubed for the year ended 29 February 2004.
(2) Based on a weighted average of 720,983 million shares in issue during
the financial year ended 29 February 2004, excluding 29,017 million
shares held by the Share Incentive Trust.
(3) Based on 720,983 million shares in issue at 29 February 2004,
excluding 29,017 million shares held by the Share Incentive Trust.
3.2 The financial effects contained in the table in 3.1 above have been
prepared for the purposes of illustrating how the transaction and the cash
distribution would have affected the disclosed per share ratios of m Cubed
for the historic financial period indicated and are pro forma only.
Accordingly, such effects do not necessarily fairly present the financial
effects of the transaction and the cash distribution on m Cubed`s current
and future earnings and net asset value.
4. IMPORTANT DATES AND TIMES
2005
Circular mailed to shareholders Thursday, 13 January
Forms of proxy for the general Wednesday, 26 January
meeting of m Cubed shareholders to be
lodged by not later than 09:30 on
General meeting of m Cubed Friday, 28 January
shareholders to be held at 09:30 on
Results of general meeting published Friday, 28 January
through SENS
Results of general meeting published Monday, 31 January
in the press
Last day to trade to be eligible for Friday, 4 February
the cash distribution
Shares trade `ex` distribution Monday, 7 February
Record date Friday, 11 February
Capital reduction effective at Monday, 14 February
commencement of business on
Posting of cheques or electronic bank Monday, 14 February
transfers in respect of certificated
shareholders or accounts credited at
CSDP or broker in respect of
shareholders who have dematerialised
their shares
Note:
1. The above dates and times are subject to amendment and any amendment made
will be published on SENS and in the press.
2. Dematerialised shareholders, other than those who have selected `own name`
registration, who wish to attend the general meeting or vote by way of
proxy, must contact their CSDP or broker who will furnish them with the
necessary authority to attend the general meeting or to be represented
thereat by proxy. This must be done in terms of the agreement between the
member and his/her CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between
Monday, 7 February 2005 and Friday, 11 February 2005, both days inclusive.
6. CIRCULAR TO M CUBED SHAREHOLDERS
A circular to m Cubed shareholders containing details of the transaction and the
cash distribution and incorporating a notice of general meeting is expected to
be mailed to shareholders on 13 January 2004.
Johannesburg
23 December 2004
Sponsor and adviser to m Cubed
PSG Capital
Reporting accountants and auditors to m Cubed
Fisher Hoffman PKF (Jhb) Inc.Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration number 1994/001166/21)
Legal advisor to m Cubed
Prinsloo, Tindle & Andropoulos Inc. Attorneys
Date: 23/12/2004 01:01:09 PM
Produced by the JSE SENS Department
