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CMA
CMA
Command - Issues Of Shares For Cash And Cautionary Announcement
COMMAND HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/014759/06)
Share Code: CMA
ISIN Code: ZAE000023131
("Command" or "the company")
ISSUES OF SHARES FOR CASH AND CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are advised that in terms of the general authority
granted at the annual general meeting of Command held on 24 November
2005, Command will issue 15 000 000 new ordinary shares at a par
value of 0.001 cent per share and an issue price of 26 cents per
share, to Cape Empowerment Trust Limited ("Cape Empowerment Trust")
with effect from 1 December 2006 ("general issue of shares").The issue
price of 26 cents per share is at a discount of 7% of the weighted
average traded price and was determined over the 30 day period prior
to 27 November 2006 and agreed to by the directors of the company.
Shareholders are also advised that in terms of an agreement between
Command and Cape Empowerment Trust, an additional 17 250 000 new
Command shares at an issue price of 26 cents per share are to be
issued to Cape Empowerment Trust in terms of a specific issue of
shares for cash, subject to the fulfilment of the suspensive
conditions set out below ("the specific issue of shares"). Cape
Empowerment Trust is a related party on the specific issue of shares
in terms of the JSE Listings Requirements, and as such a fair and
reasonable opinion will be required on the transaction. Upon
conclusion of the specific issue of shares to Cape Empowerment Trust,
Cape Empowerment Trust would own approximately 24, 4% of the issued
share capital of Command.
2. Rationale
Cape Empowerment Trust"s existing interest in the security services
industry comprises a majority shareholding in Alexandra Security
(Proprietary) Limited.
Cape Empowerment Trust, together with Command, is in the process of
reviewing the various potential synergies between its security
interests, those of Command and other potential acquisitions, with a
view to a potential consolidation and reorganisation of these
interests, and is putting in place the necessary management and other
resources to be able to implement the resulting strategy.
3. Suspensive condition
The specific issue of shares is subject to the fulfilment of the
suspensive condition that all such approvals as may be required of
Command shareholders in general meeting and in terms of the JSE
Listings Requirements, have been obtained.
4. Unaudited pro forma financial effects
The table below sets out the unaudited pro forma financial effects of
the general issue of shares and specific issue of shares for the
twelve month period ended 30 June 2006. The unaudited pro forma
financial effects are presented for illustrative purposes only and
because of their nature may not give a fair reflection of the
company"s results, financial position and changes in equity after the
issue of shares.
It has been assumed for purposes of the unaudited pro forma financial
effects that the issue of shares took place with effect from 1 July
2005 for income statement purposes and 30 June 2006 for balance sheet
purposes.
The directors of the company are responsible for the preparation of the
unaudited pro forma financial effects.
Per ordinary share Notes Before After Change
(cents) (cents) (%)
Earnings 1 5.25 4.42 (15.81)
Headline earnings 1 5.25 4.42 (15.81)
Net asset value 2 14.4 17.7 22.92
Net tangible asset value 2 14.4 17.7 22.92
Notes:
1. The amounts in the "Before" column represent the unaudited
headline earnings and earnings per share disclosed in the
financial results for the twelve months ended 30 June 2006. The
amounts in the "After" column represent the unaudited headline
earnings and earnings per share after the issue of shares for
cash based on the assumption that the issue of shares was
effective 1 July 2005.
2. The amounts in the "Before" column represent the unaudited net
asset value and net tangible asset value per share as disclosed
in the financial results for the twelve months ended 30 June
2006. The amounts in the "After" column represent the unaudited
net asset value and net tangible asset value based on the
financial results for the twelve months ended 30 June 2006
adjusted for the issue of shares, had it been effected on 30 June
2006.
5. Cautionary announcement
Shareholders are advised that Command has entered into negotiations,
which if successfully concluded may have an effect on the price of the
company"s securities.
Accordingly, shareholders are advised to exercise caution when dealing
in the company"s securities until a further announcement is made.
6. Documentation
A circular to shareholder regarding the specific issue of shares,
including revised listing particulars and a notice of general meeting,
will be dispatched to Command shareholders in early 2007.
Cape Town
08 December 2006
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
Date: 08/12/2006 04:01:06 PM Produced by the JSE SENS Department
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