| Thu 29 Jun 2006, 10:53 | | ADC - Acquisition of Sindele: Financial effects an |
|
ACD
ACD
ADC - Acquisition of Sindele: Financial effects and withdrawal of cautionary
Alliance Data Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1997/013402/06)
Share Code: ACD
ISIN Code: ZAE000065165
("ADC" or "the company")
Acquisition of Sindele Mining Supplies (Pty) Limited ("Sindele"): Financial
effects and withdrawal of cautionary
1. Introduction
1.1 Further to the cautionary announcement published on SENS on 7 March
2006, ADC shareholders are herewith provided with the financial
effects of the transaction whereby ADC will acquire 100% of the
ordinary shares in Sindele from Lucas van der Merwe ("the vendor"),
for a purchase consideration of R27 million ("the Sindele
transaction").
2. Terms of the Sindele transaction
2.1 The purchase consideration in terms of the Sindele transaction is 18
million shares at R1.50 amounting to R27 million and will be settled
as follows to the Sindele vendor:
- the purchase consideration will be settled to the Sindele vendor
by the issuing of ADC ordinary shares at an issue price of R1.50
per share, being a premium to the market price at the time that
the Sindele transaction was agreed, 7 February 2006;
2.2 The key management and team members of Sindele will all become
shareholders in ADC subsequent to the transaction from the shares
issued to the vendor;
2.3 The effective date of the transaction is 1 March 2006;
2.4 In terms of the Sindele transaction, Sindele"s management team and all
team members remain unchanged;
2.5 The senior and key management will enter into written employment
contracts with ADC incorporating restraint of trade clauses based on
their current employment terms.
3. Pro forma financial effects of the transactions
The unaudited pro forma financial effects are the responsibility of the
directors of ADC and are presented for illustrative purposes only. Because
of their nature it may not give a fair reflection of ADC"s results,
financial position and changes in equity after the acquisition.
Audited Pro-forma
results unaudited
incorporating 28 February
general issue 2006
for cash on
24 April 2006
for the year
ended
28 February
2006
Before the After the %
Sindele Sindele Change
transaction transaction
NAV per share (cents) 89.11 112.37 26.1%
NTAV per share (cents) 60.01 40.15 (33.9)%
Earnings Per Share (cents) 14.99 12.46 (16.9)%
Headline Earnings Per Share (cents) 14.99 12.46 (16.9)%
Shares in issue (`000) 32,500 50,500
Notes
1. The financial effects set out above are based on ADC"s audited annual
results for year ended 28 February 2006.
2. The earnings and headline earnings per share are based on the
assumption that the acquisition was effective 1 March 2006
3. The "Before" column takes into account the issue of 10 000 000 shares
for cash as announced on SENS on 25 April 2006, at R1.30 per share,
increasing the share capital and the cash balances.
4. The net tangible asset value has been reduced due to the goodwill
arising on the acquisition of Sindele.
5. The financial effects of the transaction would have affected the
relevant financial results and position of ADC for the historical
financial period as indicated on a pro forma basis above.
Accordingly, such effects do not necessarily represent a true
reflection of the financial effects of the transaction on ADC"s
current and future earnings.
4. Circular to shareholders
A circular to ADC shareholders containing details of the Sindele
transaction and incorporating a notice of general meeting of shareholders
will, subject to approval by the JSE, be mailed to shareholders shortly.
In terms of the Listings Requirements of the JSE ("the Listings
Requirements"), the acquisition is viewed as a "reverse take-over" and
consequently ADC is required to prepare Category 1 circular and listing
particulars as though ADC is a new applicant.
As required by the Listings Requirements, ADC shareholders are warned that
it is uncertain, at this stage, whether or not the JSE will allow ADC"s
listing to continue following implementation of the acquisition.
5. Withdrawal of cautionary announcement
Shareholders are advised that caution is no longer required to be exercised
by them when dealing in their securities.
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 to minority shareholders.
Johannesburg
29 June 2006
Designated and Corporate Adviser
Exchange Sponsors
Date: 29/06/2006 10:53:08 AM Produced by the JSE SENS Department
