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WEA
WEA
WG Wearne Limited - Financial effects and withdrawal of cautionary
W G Wearne Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005983/06)
(JSE code: WEA & ISIN: ZAE000078002)
("Wearne" or "the company")
Financial effects of the acquisition of W De Bruyn Sandwerke and withdrawal
of cautionary announcement
1 Introduction
1.1 Shareholders are referred to the announcement dated 11 September 2006,
in terms of which it was announced that Wearne has, subject to certain
conditions precedent, agreed to purchase the business and moveable
assets of W De Bruyn Sandwerke, as well as various properties ("the
DBS transaction") for R140 million.
1.2 The unaudited pro forma financial effects of the DBS transaction are
hereby released.
2 Unaudited pro forma financial effects of the transaction
2.1 The unaudited pro forma financial effects set out below are provided
for illustrative purposes only to provide information about how the
DBS transaction and the issue of Wearne ordinary shares may have
impacted on Wearne"s results and financial position. Due to the
nature of the unaudited pro forma financial information, it may not
give a fair presentation of the company"s results and financial
position after the DBS transaction. The unaudited pro forma financial
effects are based on the audited financial information of Wearne at 28
February 2006. The directors of Wearne are responsible for the
preparation of the unaudited pro forma financial effects.
Before the Pro forma %
DBS After the DBS Change
transaction transaction
audited unaudited
28 February 28 February
2006 2006
Earnings per share 15.6 21.7 39
(cents)
Headline earnings per 14.6 20.8 43
share (cents)
Net asset value per 47.0 76.4 62
share (cents)
Net tangible asset 45.1 74.7 66
value per share
(cents)
Weighted average 100 548 120 548
shares in issue (000)
Shares in issue at 125 000 145 000
period end (000)
Notes:
(1) The unaudited pro forma financial effects on the results
were prepared on the basis that the DBS transaction was
completed on 1 March 2005.
(2) The unaudited pro forma financial effects on the financial
positions were prepared on the basis that the DBS
transaction was completed on 28 February 2006.
(3) The "Before the DBS transaction" column has been extracted
without adjustment, from the audited results of Wearne for
the year ended 28 February 2006.
(4) The "After the DBS transaction" earnings per share and
headline earnings per share has been adjusted to include the
following:
- the interest charge on the funding of the transaction.
The portion of the transaction not funded by the general
issue for cash was funded by a combination of cash and debt;
(5) The "After DBS transaction" net asset value and net tangible
asset value per share has been adjusted to include the
following:
- a general issue for cash of 20 000 000 shares at 270 cents
per Wearne share to selected investors to fund the
acquisition;
- the estimated transaction costs that have been written off
against share premium; the
- assets of DBS.
(6) There will be no goodwill on the acquisition of DBS.
3 General issue for cash
WG Wearne has placed 20 000 000 shares at 270 cents each with selected
investors. The general issue for cash will be subject to Competition
Commission approval of the DBS transaction.
4 Further announcement
Shareholders will be notified once the transaction becomes
unconditional.
5 Withdrawal of cautionary announcement
Caution is no longer required to be exercised by shareholders when
dealing in their securities.
Johannesburg
Wednesday, 20 September 2006
Designated Adviser
Exchange Sponsors (Pty) Limited
Auditors and reporting accountants
Clarke and Patterson
Attorneys
Brink Cohen Le Roux Inc
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: 20/09/2006 02:30:05 PM Produced by the JSE SENS Department
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