| Mon 4 Sep 2006, 17:28 | | Pasdec Resources Sa Limited - Announcement |
|
PSC
PSC
Pasdec Resources Sa Limited - Announcement
PASDEC RESOURCES SA LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1987/004942/06
Share code: PSC & ISIN: ZAE000023552
("Pasdec" or "the company")
Pro forma financial effects of the disposal transactions carried out in
terms of the company"s restructuring plan and the proposed delisting of
Pasdec
Introduction
Further to the announcement dated 21 July 2006, the pro forma financial
effects, relating to the sale of an equity interest in Pasdec Automotive
Technologies (Proprietary) Limited ("PAT"), the sale of assets by Femco
Mining Motors (Proprietary) Limited ("Femco Mining Motors"), the sale of
assets by Femco Properties (Brits) (Proprietary) Limited ("Femco Brits")
and the sale of assets by Arambro Investments (Proprietary) Limited
("Arambro") as detailed in the previous announcement (collectively
referred to as "the disposals") are set out in paragraph 2 below.
In addition, the Board of Directors of Pasdec wish to give notice of the
company"s intention to delist from the main board of the JSE Limited
("JSE").
Unaudited pro forma financial effects of the disposals
The unaudited pro forma financial effects of the disposals have been
prepared on a "stand alone basis" for each disposal.
The table below sets out the unaudited pro forma financial effects of the
disposals based on Pasdec"s published audited results for the year ended
31 December 2005. The unaudited pro forma financial effects of the
disposals are presented for illustrative purposes only and because of
their nature may not give a fair reflection of Pasdec"s results, financial
position and changes in equity after the disposals. It has been assumed
for purposes of the unaudited pro forma financial effects that the
disposals took place with effect from 1 January 2005 for income statement
purposes and 31 December 2005 for balance sheet purposes. The directors of
Pasdec are responsible for the unaudited pro forma financial effects.
Before 1 After PAT After After After After %
Disposal Femco Femco Arambro Disposal Chan
Mining Brits Disposal s ge
Motors Disposal
Disposal
Publi- Pro forma Pro forma Pro forma Pro forma Pro
shed forma
(Loss)/e (131.18) (141.93)2 (100.55)3 (122.41)3 (128.57)3 (99.94)4 24%
arnings
per
share
(cents)
Earnings 15.56 5.80 16.51 25.09 16.90 14.62 (12%
per )
share
from
conti
nuing
operatio
ns
Loss per (147.74) (147.74) (117.06) (147.50) (145.47) (114.55) 22%
share
from
disconti
nued
operatio
ns
Headline (131.18) (150.15)2 (100.50)3 (130.93)3 (128.91)3 (116.96) 11%
loss per 4
share
(cents)
Net 20%
asset (91.32) (81.60)5 (91.37)6 (82.79)6 (90.99)6 (72.79)7
value
per
share
(cents)
Net 20%
tangible
asset (91.32) (81.60)5 (91.37)6 (82.79)6 (90.99)6 (72.79)7
value
per
share
(cents)
Weighted 55 964 55 964 55 964 55 964 55 964 55 964 0%
average
number
of
shares
(`000)
Number 55 964 55 964 55 964 55 964 55 964 55 964 0%
of
shares
(`000)
The "Before" financial information has been extracted, without adjustment,
from the published, reviewed provisional results of Pasdec for the year
ended 31 December 2005.
The "After PAT Disposal" earnings and headline earnings per share have
been adjusted to exclude the audited income and expenditure relating to
PAT for the year ended 31 December 2005 and to include 32.6% of PAT"s
audited profit for the year ended 31 December 2005 amounting to R2.8
million, the profit on the PAT Disposal of R5.9 million, that portion of
the transaction costs relating to the PAT Disposal of R1.3 million and to
provide for Capital Gains Tax ("CGT") on the PAT Disposal at 14.5%
(calculated on the full proceeds). Headline earnings per share has been
adjusted to exclude the profit on the PAT Disposal and the transaction
costs.
The "After Femco Mining Motors Disposal", "After Femco Brits" and "After
Arambro Disposal" earnings and headline earnings per share have been
adjusted to exclude the audited income and expenses of the relevant
subsidiary for the year ended 31 December 2005 and to include the profit
on the Femco Brits Disposal and the Arambro Disposal amounting to R5.0
million and R0.2 million respectively and that portion of the transaction
costs relating to the various disposals. Headline earnings per share has
been adjusted to exclude the profit on the Femco Brits Disposal and the
Arambro Disposal and the relevant transaction costs. There was no profit
on the Femco Mining Motors Disposal as the assets were disposed off at net
asset value.
The "After Disposals" earnings and headline earnings per share have been
adjusted as for notes 2 and 3 above.
The "After PAT Disposal" net asset value and net tangible asset value per
share have been adjusted to exclude the audited assets and liabilities of
PAT at 31 December 2005, to reverse the consolidation entries relating to
PAT at 31 December 2005, to eliminate 67.4% of Pasdec"s investment in PAT
at 31 December 2005, to provide for CGT on the sale of the shares in PAT
at 14.5% (calculated on the full proceeds), to include the proceeds on the
PAT Disposal less payment of that portion of the transaction costs
relating to the PAT Disposal and to fair value Pasdec"s 32.6% investment
in PAT at 31 December 2005.
The "After Femco Mining Motors Disposal", "After Femco Brits Disposal" and
"After Arambro Disposal" net asset and net tangible asset value per share
have been adjusted to exclude the audited assets and liabilities of Femco
Mining Motors, Femco Brits and Arambro that are being disposed of and to
include the proceeds on the relevant disposals less the relevant portion
of the transaction costs.
The "After Disposals" net asset value and net tangible asset value per
share have been adjusted as for notes 5 and 6 above.
Delisting
Shareholders are further advised that an application will be made to the
JSE for the delisting of the company from the Main Board of the JSE.
Shareholders will be given the opportunity to vote on the proposed
termination of the listing. The factors influencing the directors"
decision to apply for the delisting of the company are the illiquidity of
Pasdec"s shares, the small size and market capitalisation of the company
following the disposals and the administrative costs associated with
maintaining a listing on the JSE. The directors" believe that, following
the disposals, there is little justification for the continued listing of
Pasdec"s shares on the JSE.
Documentation
A circular containing full details of the transactions, the proposed
delisting and incorporating a notice convening a general meeting and a
form of proxy, will be posted to shareholders in due course.
Cautionary announcement
With reference to the cautionary announcement dated 26 June 2006 and the
terms announcement dated 21 July 2006, shareholders are advised that the
company is still involved in various negotiations and, accordingly, should
continue to exercise caution when dealing in their securities until a
further announcement is made.
Brits
4 September 2006
KPMG Services (Proprietary) Limited - Sponsor to Pasdec
Werksmans Inc. - Legal Advisers to Pasdec
KPMG Inc. - Reporting Accountants to Pasdec
Date: 04/09/2006 05:28:56 PM Produced by the JSE SENS Department
