| Thu 17 Nov 2005, 10:44 | | African Dawn Capital Limited - Final Announcement |
|
African Dawn Capital Limited - Final Announcement On The African Dawn
Acquisition Of Bhenka Financial Services (Pty) Limited
African Dawn Capital Limited
(Formerly ABC Cash Plus Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1998/020520/06)
(JSE code: ADW)
(ISIN: ZAE000060703)
("African Dawn" or "the company")
FINAL ANNOUNCEMENT ON THE AFRICAN DAWN ACQUISITION OF BHENKA FINANCIAL
SERVICES (PTY) LIMITED
Warning: The listing of ordinary shares in the company is on ALTx.
Investors are advised of the risks of investing in a company listed on
ALTx. Investors are advised that the JSE does not guarantee the viability
or the success of a company listed on ALTx. In terms of the Listings
Requirements, the company is
obliged to appoint and retain a Designated Adviser, which is required to,
inter alia, attend all board meetings held by the company to ensure that
all the Listings Requirements and applicable regulations are complied
with, approve the Financial Director of the company and guide the company
in a competent, professional and impartial manner. If the company fails
to retain a Designated Adviser, it must make arrangements to appoint a
new Designated Adviser within 10 business days, failing which the company
faces suspension of trading of its securities. If a Designated Adviser
is not appointed within 30 days of its suspension, the company faces the
termination of its listing without the prospect of an appropriate offer.
Further to the full terms announcement dated 6 October 2005 and an
announcement on 31 October 2005 confirming that all conditions precedent
have been fulfilled other than shareholders approval, shareholders are
informed that the circular to shareholders, setting out the terms and
conditions of the acquisition by African Dawn of Bhenka Financial
Services (Pty) Limited, have been posted yesterday.
1. Change in financial effects
Due to a specific issue of ordinary shares to the Designated Adviser in
lieu of its fee and recently completed general issues of ordinary shares
for cash announced on 24 October 2005 and 3 November 2005, respectively,
the financial effects disclosed in the announcement dated 6 October 2005
have been amended.
The directors are responsible for the table below, which sets out the
reviewed pro forma financial effects of the acquisition and specific
issue (collectively "the transactions") on the earnings ("EPS") and
headline earnings per ordinary share ("HEPS") and the net asset value
("NAV") and net tangible asset value per ordinary share ("NTAV"), based
on the assumption that:
- for the purpose of calculating the EPS and HEPS as if the
acquisition and specific issue were implemented on 1 March 2005 for the
6 months;
- for the purpose of calculating the NAV and NTAV per ordinary share,
the acquisition and specific issue were effected on 31 August 2005.
Before the After the Change After the After the Change
trans- acqui-sition (%) specific trans- (%)
actions (cents) (4) issue actions
(cents) (1) (cents) (5) (cents)
EPS (2) 3.43 3.71 8.3 3.43 3.71 14.2
HEPS (2) 3.43 3.71 8.3 3.43 3.71 14.2
NAV per
ordinary 23.51 29.16 24.0 23.64 29.22 24.3
share
(3)
NTAV per
ordinary 23.51 11.47 (51.2) 23.64 11.62 (50.6)
share
(3)
Notes:
1. Extracted from the reviewed interim results of African Dawn for the
six months ended 31 August 2005 adjusted with the general issues of
ordinary shares for cash announced on SENS on 24 October 2005 (15 312 500
ordinary shares at 40 cents per ordinary share) and 3 November 2005 (2
500 000 ordinary shares at 40 cents per ordinary share).
2. Based on a weighted average number of 84 459 423 ordinary shares
after only the acquisition, a weighted average of 65 473 709 ordinary
shares after only the specific issue and a weighted average of 84 759 423
ordinary shares after the transactions, respectively, for the 6 months
ended 31 August 2005.
3. Based on 112 651 387 ordinary shares in issue after only the
acquisition, 74 679 959 ordinary shares in issue after only the specific
issue and 113 251 387 ordinary shares in issue after the transactions,
respectively, at 31 August 2005. The NTAV has been reduced by R19.9
million due to the goodwill arising on the acquisition.
4. Bhenka"s profit after tax for the six months ended 31 August 2005 of
R1.004 million has been included. The assumption is made that the cash
portion of R4 500 000 is funded by the general issue of ordinary shares
for cash recently completed by African Dawn (set out in Note 1 above) and
it is assumed that African Dawn will earn interest at 6.5% before tax on
the balance of the funds available.
5. The company would have incurred additional interest on the R240 000
(being the 600 000 ordinary shares issued to the Designated Adviser in
lieu of its fee at 40 cents per ordinary share) at the prime overdraft
rate of 10.5% before taxation if the Designated Adviser was paid in cash.
This saving has been reflected in the EPS and HEPS calculation.
The financial effects have been prepared for the purposes of illustrating
how the transactions would have affected the relevant financial results
and position of African Dawn for the historical financial period
indicated and on a pro forma basis. Accordingly, such effects do not
necessarily fairly represent the financial effects of the transactions on
African Dawn"s current and future earnings.
2. General meeting
A notice convening a general meeting of shareholders to be held at the
company"s registered office, 12th Floor, Hillview Centre, Oak Street,
Randburg on Thursday, 8 December 2005, commencing at 10:00, at which
meeting the general resolutions required to implement the transactions
will be proposed for consideration and if deemed fit, approved, has been
included in the circular.
Randburg
17 November 2005
Corporate and Designated Adviser: Exchange Sponsors (Pty) Limited
Date: 17/11/2005 10:44:31 AM Produced by the JSE SENS Department
