| Wed 4 Oct 2006, 9:21 | | StratCorp - Acquisition Of 49% Of Citadin Holdings |
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STA
STA
StratCorp - Acquisition Of 49% Of Citadin Holdings Limited
STRATCORP LIMITED
(Registration number 2000/031842/06)
(JSE Code: STA & ISIN: ZAE000034294)
("StratCorp" or "the Company")
ACQUISITION OF 49% OF CITADIN HOLDINGS LIMITED (Registration number
2004/019740/06)
Introduction
Shareholders are advised that StratCorp Limited ("StratCorp") has entered
into an agreement with FM JM Trust on 19 September 2006, in terms of which
StratCorp bought 49% of Citadin Holdings Limited ("Citadin") through the
issue of 4,950,000 shares in StratCorp issued at
33 cents per share, being the closing price on the JSE Limited ("JSE") as
at 31 August 2006. All conditions precedent to the acquisition has been
met. Following the sale, StratCorp now holds 100% of the issued share
capital of Citadin. Citadin and its subsidiaries, Citadin Property
Developers (Pty) Ltd and Citadin Projects (Pty) Ltd is in the business of
property development and marketing of residential properties respectively.
The effective date of the transaction is 1 March 2006.
Rationale
StratCorp believes it can add value for its shareholders by acquiring the
stake in Citadin that it does not own currently.
Financial effects of the acquisition
The pro forma financial effects are the responsibility of the directors of
StratCorp. The unaudited pro forma financial effects are provided for
illustrative purposes only to show the effect of the acquisition on
earnings and net asset value as if the acquisition has been effective on 1
March 2005 and 28 February 2006, respectively. Because of their nature the
unaudited pro forma financial effects may not give a true reflection of
StratCorp"s financial position and performance. The financial effects of
the acquisition on the earnings and headline earnings per share and net
asset and net tangible asset value of StratCorp are based on the audited
balance sheets of StratCorp and Citadin as at 28 February 2006.
Before Pro forma % increase/
After (decrease)
Net asset value per ordinary share (cents) 37.8 40.60 7.48
Net tangible value per ordinary share (cents) 34.4 37.49 8.84
Earnings per ordinary share (cents) 20.1 25.94 29.38
Headline earnings per ordinary share (cents) 7.2 13.60 88.10
Notes:
1. The "Before Acquisition" column reflected the audited earnings and
headline earnings per share for the 12 months ended 28 February 2006,
based on a weighted average of 59,762,427 ordinary shares in issue
during that year. The "After Acquisition" column shows the adjusted
audited earnings and headline earnings per share following the
acquisition with effect from 1 March 2005, based on a weighted
average of 65,512,427 ordinary shares in issue during that year.
2. The "Before Acquisition" column reflects the audited net asset value
and net tangible asset value per share at 28 February 2006, based on
70,394,638 shares in issue, being 89,259,464 ordinary shares in issue
less 18,864,826 treasury shares The "After Acquisition" column shows
the audited net asset value and net tangible asset value after the
acquisition and adjusted for the exclusion of minority interests,
based on 75,344,638 shares in issue, being 94,209,464 ordinary shares
in issue less 18,864,826 treasury shares.
3. The impact of any adjustments that may be made in adopting IFRS have
been taken into account in calculating the above financial effects.
Related party
The transaction is classified as a related party transaction in terms of
section 10 of the JSE Listings requirements. The Company has appointed
Marriott Corporate Property Bank Limited ("Marriott") as independent
expert to report on the fair and reasonableness of the transaction.
Marriott has confirmed to the directors of StratCorp that the acquisition
is fair and reasonable.
A copy of the opinion letter is available at the company"s registered
office for inspection.
Centurion
3 October 2006
Sponsor Independent Expert
Exchange Sponsors (Pty) Limited Marriott Corporate Property Bank Limited
Date: 04/10/2006 09:21:03 AM Produced by the JSE SENS Department
