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CAE
CAE
Cape Empowerment Trust - Results of offer to Sancino shareholders and
acquisition of interest in Sancino
Cape Empowerment Trust Limited
(Incorporated in the Republic of South Africa)
Registration number 1998/014606/06
JSE share code: CAE & ISIN: ZAE000016952
("Cape Empowerment Trust" or `the company `)
RESULTS OF OFFER TO SANCINO PROJECTS LIMITED ("SANCINO") SHAREHOLDERS AND
ACQUISITION OF INTEREST IN SANCINO
1. Introduction
Shareholders are referred to the unconditional offer by Cape Empowerment
Trust to acquire the ordinary shares of shareholders in Sancino, which
closed on 26 January 2006("the offer"), in terms of which Cape Empowerment
Trust acquired a 53% interest in Sancino ("the acquisition"). The
acquisition represents a category 3 acquisition in terms of the Listings
Requirements of the JSE Limited ("JSE").
2. The acquisition
2.1 Rationale and background to the acquisition
Cape Empowerment Trust is a Western Cape based black-owned investment
holding company, the shares of which are listed on the JSE. Its investments
lie mainly in the telecommunications and utilities sector, but includes
investments in printing, security and property.
Sancino is an unlisted Western Cape based empowerment company. Its
principal assets are Sancino Litho (Proprietary) Limited, which conducts a
printing business and a 13% interest in Grand Parade Investments Limited
("Grand Parade"), which holds a minority interest in certain Cape based
gaming and leisure assets, including the GrandWest Casino and the Table Bay
Hotel. Cape Empowerment Trust is of the opinion that Sancino has solid
assets, that the interest in Grand Parade in particular is of strategic
significance and that it can add value to Sancino and its assets. As a
result of the offer and subsequent acquisition Cape Empowerment Trust has
further broadened its black shareholder base.
2.2 Terms of the acquisition
Cape Empowerment Trust has acquired 53% or 1 882 343 of the total number of
issued ordinary shares in the capital of Sancino. CET owned no shares in
Sancino prior to the CET offer.
2.3 Consideration
Cape Empowerment Trust Limited issued and allotted 7 ordinary shares in
Cape Empowerment Trust for every Sancino share received. 13 176 406 Cape
Empowerment Trust shares were listed on the JSE at an issue price of 48
cents per share, being the 30 day volume weighted average traded price up
to Tuesday, 20 September 2005, being the last business day immediately
preceding the announcement of the offer. This equates to an implied value
of R3.36 per Sancino share at the time.
3. Financial effects
The financial effects, having regard to the issue of Cape Empowerment Trust
shares in terms of the acquisition and based on the published unaudited
interim results of Cape Empowerment Trust for the six months to 30 June 2005,
are set out below. These financial effects are the responsibility of the
board of directors, have been prepared for illustrative purposes only to
provide information on how the acquisition might have effected the financial
information presented and, because of their nature, may not give a true
reflection of the financial position of the company.
Before After %Change
Earnings per share (cents) 5.4 5.4 0
Headline earnings per 5.4 5.4 0
share (cents)
Net asset value 46.3 53.2 14.9
per share
Tangible net asset value 22.0 31.2 41.8
per share
Number of shares
in issue (`000)3 125 858 139 034 10.4
Notes:
1. The figures in the before column are extracted from the unaudited interim
results of Cape Empowerment Trust Limited for the six months to 30 June 2005.
2. The figures in the after column assume that the shares were issued on 1
January 2005 for earnings purposes and that the shares were issued on 30 June
2005 for asset value purposes; and
3. Prior to this transaction the company had 125 858 000 ordinary shares in
issue of which 10 000 000 were held in treasury.
Cape Town
17 February 2006
Corporate advisor and sponsor
Sasfin Capital
(A Division of Sasfin Bank Limited)
Legal Advisor
Hofmeyr Herbstein & Gihwala Inc
Date: 17/02/2006 01:06:37 PM Produced by the JSE SENS Department
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