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WSL
WSL
Wescoal - Financial effects of the acquisition of Anker Coal & Mineral Holdings
SA (Proprietary) Limited and withdrawal of cautionary
WESCOAL HOLDINGS LTD
(Incorporated in the Republic of South Africa)
(Registration number 2005/006913/06)
(JSE Share code: WSL & ISIN: ZAE000069639)
("Wescoal" or "the company")
FINANCIAL EFFECTS OF THE ACQUISITION OF ANKER COAL & MINERAL HOLDINGS SA
(PROPRIETARY) LIMITED AND WITHDRAWAL OF CAUTIONARY
INTRODUCTION
Shareholders are referred to the announcement dated 31 May 2006, in terms of
which it was announced that Wescoal has, subject to certain conditions
precedent, agreed to purchase all the issued shares in and certain shareholders"
claims on loan account against Anker Coal & Mineral Holdings South Africa
(Proprietary) Limited ("the acquisition").
The unaudited proforma financial effects of the acquisition are hereby released.
UNAUDITED PRO FORMA FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the
acquisition on Wescoal"s published audited results for the year ended 31 March
2006. The unaudited pro forma financial effects are presented for illustrative
purposes only, are the responsibility of the directors and because of their
nature may not be a true reflection of the impact of the acquisition on earnings
or asset values into the future. The unaudited pro forma effects are based on
the assumptions that:
- For the purposes of calculating the eearnings per share and headline
earnings per share as if the acquisition and the issue of consideration
shares for the acquisition were implemented on 1 April 2005 for the year
ending 31 March 2006;
- For the purposes of calculating the net asset value per share and net
tangible asset value per share as if the acquisition and the issue of
consideration shares were effected on 31 March 2006.
- The adjustments relating to Anker SA are based on its unaudited draft
financial statements for the year ended 31 December 2005. The directors of
Wescoal are satisfied with the quality of these draft financial statements
for the purposes of calculating the pro forma financial effects. The
audited financial statements, including the independent reporting
accountants" audit opinion thereon, will be included in the circular to
shareholders to be issued in due course.
Before(1) After %
Change
Earnings per share(2) 4.7 (88.7) (>100)
Headline earnings per share(2) 4.2 (60.8) (>100)
Diluted earnings per share(2) 4.7 (88.7) (>100)
Diluted headline earnings per 4.2 (60.8) (>100)
share(2)
Net asset value per share(3) 41.1 53.6 30.4
Net tangible asset value per 9.6 (45.7) (>100)
share(3)
Notes:
(1) The before financial information has been extracted without adjustment
from the published audited results of Wescoal for the year ended 31
March 2006.
(2) Earnings per share and Headline earnings per share in the After column
represent the illustrative pro forma amounts had the acquisition been
effective from 1 April 2005. Adjustments were based on the unaudited
draft financial statements of Anker Coal and Mineral Holdings SA (Pty)
Ltd"s ("Anker SA") for the year ended 31 December 2005. The weighted
average number of shares in issue was adjusted to account for 28 000
000 consideration shares to be issued at R1.00 per share.
(3) Net asset value and tangible net asset value in the After column
represent the illustrative amounts had the acquisition been effective
on 31 March 2006. Adjustments were based on Anker SA"s unaudited draft
balance sheet as at 31 December 2005. The number of shares in issue
was adjusted to account for 28 000 000 consideration shares to be
issued at R1.00 per share. A Purchase Price Allocation ("PPA")
exercise in terms of IFRS 3: Business Combinations has not yet been
performed. The PPA will be completed once the CPR, which is currently
in progress, has been completed. For the purposes of the above pro
forma financial effects, the difference between the fair value of the
purchase consideration and the book value of the net assets acquired
has been attributed to mining rights. Following the PPA exercise, the
values attributed to assets and liabilities acquired may differ and
will be disclosed in the circular to shareholders.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Caution is no longer required to be exercised by shareholders when dealing in
their securities.
Johannesburg
Monday, 10 July 2006
Designated adviser Exchange Sponsors
Auditors Middel & Partners
Competent person SRK
Attorneys Kim Warren, Rambau & Associates
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.
Date: 10/07/2006 02:10:09 PM Produced by the JSE SENS Department
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