| Tue 5 Dec 2006, 16:43 | | Pasdec - Further disposal |
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PSC
PSC
Pasdec - Further disposal, the new agreement and withdrawal of cautionary
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")
FURTHER DISPOSAL TRANSACTION, THE NEW AGREEMENT IN TERMS OF THE ARAMBRO
DISPOSAL AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Background
1.1 On 21 July 2006, 4 September 2006 and 3 October 2006, details of
various disposal transactions and the pro forma financial effects thereof
were announced.
1.2 Further to these announcements, details regarding the sale of the
company"s equity interests in Femco (Proprietary) Limited ("Femco") and
amended details of the sale of the immovable property by Arambro
Investments (Proprietary) Limited ("Arambro"), both wholly-owned
subsidiaries of Pasdec, are set out below.
1.3 Updated pro forma financial effects of all transactions ("the
disposals") announced to date are also detailed below.
2. The sale of Femco
1.4 Nature of business of Femco
1.4.1 Femco is Africa"s sole manufacturer of aluminium motors and is
the leading supplier in Southern Africa of a full range of electric
motors.
1.5 Sale of equity interest in Femco
1.5.1 On 26 November 2006 the company entered into a sale of shares
and claims agreement with Femco and the Rent Trust ("Rent Trust"). In
terms of this agreement, Pasdec is to dispose of 100% of its holding in
Femco to the Rent Trust for a purchase consideration of R11.2 million
("the Femco disposal"). The effective date of the Femco disposal is the
close of business on the last business day of the month in which the last
of the outstanding suspensive conditions is fulfilled or waived, as the
case may be, or 31 December 2006, whichever date is the later.
1.6 Suspensive conditions and warranties
2.3.1 The Femco disposal is subject to the fulfilment of the following
suspensive conditions:
1.6.1.1 the approval in general meeting of a simple majority of
shareholders;
1.6.1.2 the approval of all other regulatory authorities, which are
required for the Femco disposal including the JSE Limited;
1.6.1.3 Femco concludes a lease or storage agreement with the landlord
on the terms and conditions reasonable to the satisfaction of the Rent
Trust; and
1.6.1.4 the rental payable for the first three months after the
effective date shall be for the account of Pasdec.
Warranties usual to transactions of the nature contemplated in the
Femco disposal have been provided by Pasdec to the Rent Trust.
3. Sale of immovable property by Arambro
3.1 Terms of the Arambro disposal
On 4 September 2006, it was announced that Arambro had entered
into a sale agreement, dated 12 June 2006, with Mr B Moodley for a
purchase consideration of R800 000. Shareholders are now advised
that this proposed sale, previously announced, has lapsed.
Shareholders are now advised that Arambro has subsequently entered
into a new sale agreement on new terms, dated 23 November 2006. In
terms of the new sale agreement, Arambro will sell the property
owned by it to Rosu Property Investments (Proprietary) Limited
("Rosu Property Investments") ("the Arambro disposal). The
purchase consideration for the Arambro disposal is R2.7 million.
3.2 Suspensive conditions and warranties
The Arambro disposal is subject to the suspensive condition that
the Rosu Property Investments is able to raise a loan upon the
security of a first mortgage bond to be passed over the property
for the sum of not less than R2.7 million, at the rates and
conditions acceptable to Rosu Property Investments.
The warranties usual to the disposals of the nature contemplated in
the Arambro disposal have been provided by Arambro to Rosu Property
Investments.
4. Unaudited pro forma financial effects of the Femco and Arambro
disposals
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 of the disposals.
The tables 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 and the six months ended 30 June 2006. 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 and 1 January 2006 respectively for income
statement purposes and 31 December 2005 and 30 June 2006 respectively for
balance sheet purposes. The directors of Pasdec are responsible for the
unaudited pro forma financial effects.
The unaudited pro forma financial effects have been based on the
assumption that no capital gains taxation will be payable by Pasdec in
respect of the PAT disposal as this gain will be off set against the
capital loss that will be incurred in respect of the Femco disposal.
No pro forma financial effects have been prepared with regards to the
Femco Mining Motors disposal for the six months ended 30 June 2006 as the
Femco Mining Motors disposal was already included in the results for the
six months ended 30 June 2006.
Pro forma financial effects based on the results for the year ended 31
December 2005
Before (1) After After Femco After Femco
PAT disposal Mining disposal
Motors
disposal
Published Pro Pro Pro
forma forma forma
(Loss)/
earnings per (131.18) (140.97)2 (100.65)4 24.963
share (cents)
Earnings per
share from
continuing
operations 16.56 6.77 16.41 68.39
Loss per share
from discontinued
operations (147.74) (147.74) (117.06) (43.44)
Headline loss per
share (cents) (131.18) (141.54)2 (100.50)4 (26.87)
(3)
Net asset value
per share (cents) (91.32) (80.63) (91.47) (39.49)
(6) (7) (8)
Net tangible
asset value per
share (cents) (91.32) (80.63) (91.47) (39.49)
(6) (7) (8)
Weighted average
number of shares
(`000) 55 964 55 964 55 964 55 964
Number of shares
(`000) 55 964 55 964 55 964 55 964
After Femco After After % change
Brits Arambro disposals
disposal disposal
Pro Pro Pro
forma forma forma
(Loss)/
earnings per (122.47) (125.24) 60.34 146
share (cents) (4) (4) (5)
Earnings per
share from
continuing
operations 25.03 20.23 70.59
Loss per share
from discontinued
operations (147.50) (145.47) (10.25)
Headline loss per
share (cents) (130.93) (128.91) (4.06) 97
(4) (4) (5)
Net asset value
per share (cents) (82.86) (87.65) (16.82) 82
(8) (8) (9)
Net tangible
asset value per
share (cents) (82.86) (87.65) (16.82) 82
(8) (8) (9)
Weighted average
number of shares
(`000) 55 964 55 964 55 964 0
Number of shares
(`000) 55 964 55 964 55 964 0
4. The "Before" financial information has been extracted, without
adjustment, from the published results of Pasdec for the year ended 31
December 2005.
5. 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 R6 million less the write off
of the intercompany loan and a portion of the investment amounting to
R7.9 million and that portion of the transaction costs relating to the
PAT disposal of R1.4 million headline earnings per share has been
adjusted to exclude the profit on the PAT disposal and the transaction
costs.
6. The "After Femco disposal" earnings and headline earnings per share
have been adjusted to exclude the audited income and expenditure relating
to Femco for the year ended 31 December 2005 and to include the profit on
the Femco disposal of R152.9 million less the write off of the
intercompany loan and the investment of R123.7 million and that portion
of the transaction costs relating to the Femco disposal of R0.3 million.
Headline earnings per share has been adjusted to exclude the profit on
the Femco disposal less the write off of the intercompany loan and the
investment and the transaction costs.
7. The "After Femco Mining Motors disposal", "After Femco Brits
Disposal" 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 R2.1 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
Mining Motors disposal, the Femco Brits disposal and the Arambro disposal
and the relevant transaction costs.
8. The "After disposals" earnings and headline earnings per share have
been adjusted as for notes 2, 3 and 4 above.
9. The "After PAT disposal" net asset 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 write off the intercompany loan and a portion of
the investment, 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.
10. The "After Femco disposal" net asset and net tangible asset value
per share have been adjusted to exclude the audited assets and
liabilities of Femco at 31 December 2005, to reverse the consolidation
entries relating to Femco at 31 December 2005, to write off the
intercompany loan and the investment and to include the proceeds on the
Femco disposal less payment of that portion of the transaction costs
relating to the Femco disposal.
11. 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.
12. The "After disposals" net asset value and net tangible asset value
per share have been adjusted as for notes 6, 7 and 8 above.
Pro forma financial effects based on the results for the six months ended
30 June 2006
Before After PAT After Femco
(1) disposal disposal
Published Pro forma Pro forma
(Loss)/earnings per share
(cents) (27.08) (35.95)2 71.833
Earnings per share from
continuing operations
3.84 (5.03) 78.85
Loss per share from discontinued
operations
(30.91) (30.91) (7.02)
Headline loss per share (cents)
(27.08) (29.78)(2) (3.19)(3)
Net asset value per share
(cents) (118.40) (113.15)(6) (43.38)(8)
Net tangible asset value per
share (cents)
(118.40) (113.15)(6) (43.38)(8)
Weighted average number of
shares (`000)
55 964 55 964 55 964
Number of shares (`000)
55 964 55 964 55 964
After After After % change
Femco Arambro disposals
Brits disposal
disposal
Pro forma Pro forma Pro forma
(Loss)/earnings per
share (cents) (18.41)(4) (23.48)(4) 72.40(5) 367
Earnings per share
from continuing
operations 12.39 7.50 79.37
Loss per share from
discontinued
operations (30.79) (30.98) (6.97)
Headline loss per
share (cents) (26.96)(4) (27.14)(4) (8.67)(5) 68
Net asset value per
share (cents) (109.85)(8 (114.73)(8) (25.92)(9) 78
)
Net tangible asset
value per share
(cents) (109.85)(8 (114.73)(8) (25.92)(9) 78
)
Weighted average
number of shares
(`000) 55 964 55 964 55 964 0
Number of shares
(`000) 55 964 55 964 55 964 0
1. The "Before" financial information has been extracted, without
adjustment, from the published, reviewed interim results of Pasdec for
the six months ended 30 June 2006.
2. 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 six months ended 30 June 2006 and to include 32.6% of
PAT"s audited profit for the six months ended 30 June 2006 amounting to
R0.7 million, the profit on the PAT disposal of R7.4 million less the
write off of the intercompany loan and a portion of the investment
amounting to R9.4 million and that portion of the transaction costs
relating to the PAT Disposal of R1.5 million headline earnings per share
has been adjusted to exclude the profit on the PAT disposal and the
transaction costs.
13. Documentation
A circular containing full details of all of the proposed disposal
transactions will be posted to shareholders in due course.
14. Withdrawal of cautionary announcement
With reference to the related announcements dated 4 September
2006, 21 July 2006 and 3 October 2006, shareholders are advised
that the negotiations referred to therein have been concluded.
Accordingly, shareholders are advised that caution is no longer
required when dealing in their shares, and the cautionary
announcement is hereby withdrawn.
Brits
5 December 2006
KPMG Services (Proprietary) Limited - Sponsor to Pasdec
KPMG Inc. - Reporting Accountants to Pasdec
Date: 05/12/2006 04:43:13 PM Produced by the JSE SENS Department
