| Wed 10 May 2006, 14:35 | | Sasfin - Acquisition of SBM Nedbank International |
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SFN SFNP
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Sasfin - Acquisition of SBM Nedbank International & withdrawal of cautionary
SASFIN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1987/002097/06)
("Sasfin" or "the Company")
Ordinary share code: SFN & ISIN: ZAE000006565
Preference share code: SFNP & ISIN: ZAE000060273
ACQUISITION OF SBM NEDBANK INTERNATIONAL LIMITED ("SBM NEDBANK
INTERNATIONAL")
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the cautionary announcement dated 28 April
2006 and are advised that Sasfin has, subject to the fulfilment of
certain conditions precedent, entered into an agreement in terms of
which its subsidiary Sasfin Bank Limited, through its Hong Kong
registered subsidiary Sasfin Asia Limited ("Sasfin Asia"), will acquire
SBM Nedbank International, a specialist bank registered in the Republic
of Mauritius ("Mauritius") from Nedbank Group Limited ("Nedbank") for a
purchase consideration of approximately US$24.1 million ("the
acquisition"). SBM Nedbank International will change its name to Sasfin
Bank International Limited.
2. RATIONALE FOR THE ACQUISITION AND INFORMATION ON SBM-NEDBANK
INTERNATIONAL
SBM Nedbank International has operated as a joint venture between
Nedbank and the State Bank of Mauritius ("SBM") since January 2000. The
joint venture ended recently and Nedbank acquired the shares of SBM.
Sasfin was offered the opportunity of acquiring SBM Nedbank
International at a 5% premium to its net asset value.
SBM Nedbank International has focused on financing international trade
transactions, sourced both from clients of Nedbank as well as through
its own client base which it has established. In addition, SBM Nedbank
International has a healthy deposit book and a small private client
business.
SBM Nedbank International"s products and services synergise
exceptionally well with Sasfin"s international trade finance unit, and
will create opportunities for other Sasfin business units. The
acquisition enhances Sasfin"s international footprint, enabling it to
expand its business and to increase its service offering to existing
clients.
The acquisition will increase Sasfin"s total group assets by
approximately US$110 million (approximately R672 million) and adds
another US$80 million (approximately R490 million) in deposits.
3. TERMS OF THE ACQUISITION
3.1 Subject matter of the acquisition
In terms of the acquisition Sasfin Asia, will acquire the entire
issued share capital of SBM Nedbank International for a premium of
US$1.1 million over its net asset value of approximately US$23
million as at 31 December 2005.
3.2 Purchase consideration and payment
The purchase consideration of approximately US$24.1 million will be
paid in cash upon fulfilment of the conditions precedent.
3.3 Effective date
The effective date of the acquisition is 30 April 2006.
3.4 Conditions precedent
The acquisition is subject to the fulfilment of the following
conditions precedent by not later than the expiry of 180 days from
the effective date or such later date as the parties may agree upon
in writing:
3.4.1 the acquisition be approved, to the extent legally
required, by all the relevant regulatory authorities in
the Republic of South Africa including, without
limitation, the approval of the Exchange Control and Bank
Supervision departments of the South African Reserve
Bank; and
3.4.2 the acquisition be approved, to the extent legally
required, by all the relevant regulatory authorities in
Mauritius including, without limitation, all approvals
required under the Banking Act of Mauritius of 2004.
3.4.3 These conditions precedent cannot be waived.
3.5 Unaudited pro forma financial effects of the acquisition
The unaudited pro forma financial effects on Sasfin shareholders
have been prepared for illustrative purposes only and are based on
the assumptions set out below, in order to provide information
about how the acquisition might have affected the historical
financial information presented by Sasfin and are the
responsibility of the directors of the company. Due to their
nature, the unaudited pro forma financial effects may not give a
true reflection of Sasfin"s historical financial position:
Before the After the Change
acquisition acquisition (%)
(cents)(1) (cents)
Earnings per share(1) 212,4 231,3 8,9
Headline earnings per 207,1 226 9,1
share(1)
Net asset value per 1 287,4 1 287,4 (1,8)
share(2)
Net tangible asset value
per share(2) 1287,4 1 264,2 -
Weighted number of shares
in issue (`000) 26 103 26 103 -
Total number of shares in
issue (`000) 26 288 26 288 -
Notes:
1. Based on the published un-audited interim results of Sasfin
for the six months ended 31 December 2005.
2. Assumed that the acquisition was with effect from 1 July 2005,
and based on earnings and headline earnings of SBM-Nedbank
International of US$2,416 million, being the audited earnings
for the 12 months ended 31 December 2005 and adjusted for a
six-month reporting period. An average exchange rate of US$1
= R6.50 was used. A notional interest cost of 4% before tax
and a tax rate of 25% were applied to the purchase price.
3. Assumed that the acquisition was with effect from 31 December
2005, and based on the purchase price, being audited tangible
net asset value of approximately US$ 23 million as at 31
December 2005, plus goodwill of approximately US$1.1 million.
An exchange rate of US$1 = R6.10 was used.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that caution is no longer required when dealing
in their Sasfin securities.
Johannesburg
10 May 2006
Corporate Advisor and Transactional Sponsor
SASFIN CAPITAL
(A division of Sasfin Bank Ltd)
Corporate Law Advisors
Edward Nathan (Pty) Ltd
Lead Sponsor
KPMG Services
Date: 10/05/2006 02:36:01 PM Produced by the JSE SENS Department
