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Howden Africa Holdings Limited - Disposal By Hahl Of Its 42% Shareholding In
Pump Brands (Proprietary) Limited ("PUMPS")
Howden Africa Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/002982/06)
Share code: HWN & ISIN: ZAE000010583
("HAHL" or "the Company")
DISPOSAL BY HAHL OF ITS 42% SHAREHOLDING IN PUMP BRANDS (PROPRIETARY) LIMITED
("PUMPS")
1. Introduction
1.1 Shareholders are advised that in terms of an agreement dated 10 October
2005 between the Company and Contralesa Investment Holdings (Proprietary)
Limited ("Contralesa"), HAHL is to dispose of its entire 42% shareholding in
Pumps to Contralesa ("the Disposal") with effect from 10 October 2005, subject
to the terms and conditions indicated in paragraph 2 below.
1.2 Pumps is a business involved in the design, manufacture, marketing and
selling of pumps and related products into the local and African markets.
2. Terms and conditions pertaining to the Disposal
The Disposal is subject to the conditions that as a notifiable transaction in
terms of the Competition Act, such necessary approval be obtained.
The consideration to be received in terms of the Disposal is R25 085 340 in cash
together with interest thereon at 2% below prime reckoned from 1 July 2005, to
the closing date, being the 5th business day following fulfilment of the
condition referred to above (calculated to be at a maximum of R1 200 000).
The cash proceeds arising from the disposal will be retained by the Company and
added to the current cash resources.
The disposal is subject to terms and conditions typical in transactions of such
nature.
3. Pro Forma financial effects
Based on the published interim financial results of HAHL for the period ended 30
June 2005, the pro forma financial effects of the disposal on HAHL"s earnings,
headline earnings, net asset value and net tangible asset value per share are
set out below. The pro forma financial information has been prepared for
illustrative purposes only and because of its nature may not give a true picture
of HAHL"s financial position and results of operations. The pro forma financial
effects are the responsibility of the directors of HAHL.
Before the After the %
disposal disposal change
(1) (2)
Earnings per share 16.14 17.15 6.3
Headline earnings per share 16.65 17.65 6.0
Net Asset Value per share 182.26 182.26 -
Net Tangible Asset Value per 182.08 181.87 -
share
Weighted average shares (`000) 65 729
Number of shares (`000) 65 729
Notes:
1. Based on published summarised unaudited results of HAHL for the six months
ended 30 June 2005.
2. Represents the financial effects of the disposal.
3. Earnings and headline earnings effects are based on the assumption that the
disposal was effective 1 January 2005 and interest was earned on the proceeds
from the disposal at an average after tax rate of 4.5% per annum.
4. Net asset and net tangible asset value effects are based on the assumption
that the disposal was effective 30 June 2005.
4. Categorisation of the Disposal
The Disposal is classified as a Category 3 transaction in terms of the Listings
Requirements of JSE Limited.
11 October 2005
Advisor and Sponsor to HAHL
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Transaction advisor and Attorneys for Contralesa
Ngcebetsha Madlanga Attorneys
Date: 11/10/2005 05:51:08 PM Produced by the JSE SENS Department
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