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SAN
SAN
Sanyati - Financial effects and withdrawal of cautionary announcement
Sanyati Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1988/002538/06)
(JSE code: SAN ISIN: ZAE000081055)
("Sanyati" or "the company")
FINANCIAL EFFECTS OF THE ACQUISITION OF KZN PILING AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. Introduction
Shareholders are referred to the announcement dated 4 December 2006, in
terms of which it was announced that Sanyati has, subject to certain
conditions precedent, purchased all the issued shares in and claims on loan
account against African Olive Trading 69 (Proprietary) Limited trading as
KZ Piling, Kwa Zulu Piling (Proprietary) Limited, Triponza Trading 257 CC
and Mega Pile CC (collectively known as KZN Piling Group) from the
shareholders of KZN Piling Group ("the Sellers") ("the KZN transaction").
The unaudited pro forma financial effects of the KZN transaction are hereby
released.
2. General issue for cash
Sanyati has placed 12 048 193 shares at 166 cents each with selected
investors to raise R 20m to pay the initial amount for the acquisition of
KZN Piling Group. The general issue for cash will be subject to Competition
Commission approval of the KZN transaction.
3. Unaudited pro forma financial effects of the transaction
The unaudited pro forma financial effects set out below are provided for
illustrative purposes only to provide information about how the KZN
transaction and the issue of Sanyati ordinary shares may have impacted on
Sanyati"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 KZN
transaction. The unaudited pro forma financial effects are based on the
reviewed interim financial information of Sanyati at 31 August 2006. The
directors of Sanyati are responsible for the preparation of the unaudited
pro forma financial effects.
Before the KZN Pro forma %
transaction After the KZN Change
reviewed transaction
interim unaudited
31 August 2006 31 August
2006
Earnings per share (cents) 5.73 6.60 15%
Headline earnings per share 5.73 6.60 15%
(cents)
Net asset value per share 34.34 37.99 11%
(cents)
Net tangible asset value per 31.95 31.58 -1%
share (cents)
Weighted average shares in 197 310 209 358
issue (`000)
Shares in issue at period end 215 000 227 048
(`000)
Notes:
1. The unaudited pro forma financial effects on the results were prepared
on the basis that the KZN transaction was completed on 1 March 2006.
2. The unaudited pro forma financial effects on the financial positions
were prepared on the basis that the KZN transaction was completed on
31 August 2006.
3. The "Before the KZN transaction" column has been extracted without
adjustment, from the reviewed interim results of Sanyati for the six
months ended 31 August 2006.
4. The "After KZN transaction" net asset value and net tangible asset
value per share has been adjusted to include the following:
- a general issue for cash of 12 048 193 shares at 166 cents per
Sanyati share to selected investors to fund the acquisition;
- the estimated transaction costs that have been written off
against share premium;
- the assets of KZN.
5. Goodwill of approximately R9.5 million will arise on the acquisition.
4. Condition precedent
The KZN shareholders have subsequent to the previous announcement, signed
the employment contracts in terms of non-compete undertakings after
termination of their employment and therefore the only outstanding
condition precedent is obtaining approval from the Competition Commission.
5. Further announcement
Shareholders will be notified once the transaction becomes unconditional.
6. Withdrawal of cautionary announcement
Caution is no longer required to be exercised by shareholders when dealing
in their securities.
Johannesburg
8 December 2006
Designated adviser Exchange Sponsors
Auditors PKF Chartered Accountants
Attorneys Deneys Reitz 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: 08/12/2006 03:03:06 PM Produced by the JSE SENS Department
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