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HWN
HWN
HWN - HAHL - Disposal By HAHL of its 42% shareholding in Pump Brands
(Proprietary) Limited ("Pumps")
Howden Africa Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/002982/06)
Share code: HWN & ISIN: ZAE000010583
("HAHL")
DISPOSAL BY HAHL OF ITS 42% SHAREHOLDING IN PUMP BRANDS (PROPRIETARY)
LIMITED
("Pumps")
1. Introduction and rationale
1.1 HAHL Shareholders are advised that, in terms of an agreement dated
21 February 2007 between HAHL, Franklin Electric Company Inc ("Franklin
Electric") and Pumps, HAHL is to dispose of its entire 42% shareholding in
Pumps to Franklin ("the Disposal") with effect from 31 December 2006,
subject
to the terms and conditions indicated in paragraph 2 below.
1.2 Pumps is a business involved in the design, manufacture, marketing
and selling of pumps and related products in South Africa and other African
markets, and is regarded as non core in relation to the HAHL business.
Accordingly HAHL has agreed to disinvest from this business.
2.Terms and conditions pertaining to the Disposal
The Disposal is subject to certain terms and conditions, typical in
transactions of such nature, including the requirement to obtain approval
from the South African Competition Authority.
The consideration payable to HAHL, in cash on completion, will be equal to
42% of the net asset value of Pumps, as at 31 December 2006 (subject to
certain minor adjustments), which is expected to be in the region of ZAR 33
million.
The cash proceeds arising from the Disposal will be retained by HAHL.
3. Pro forma financial effects
The unaudited pro forma financial effects of the Disposal set out below, are
the responsibility of the directors of HAHL. These unaudited pro forma
financial effects have been presented for illustrative purposes only and
because of its nature may not give a fair reflection of HAHL`s financial
position nor of the effect on future earnings post the implementation of the
Disposal.
Before After Percentage
the Disposal1 the Disposal change
HAHL`s earnings per share (SA
cents)2 (2.02) (0.81) 59.9
HAHL`s headline earnings per
share (SA cents)2 (1.94) (0.73) 62.4
HAHL`s net asset value per
share (SA cents)3 12.66 12.66 -
HAHL`s net tangible asset
value per share (SA cents)3 (44.72) (44.72) -
HAHL`s weighted average
shares (`000) 65 729 65 729
HAHL`s number of shares (`000) 65 729 65 729
Notes:
1. The published summarised unaudited interim results of HAHL for the six
months ended 30 June 2006.
2. For purposes of calculating earnings per share and headline earnings per
share it has been assumed that the disposal was effective 1 January 2006.
Interest was earned on the consideration received of ZAR 33 million from the
Disposal at an average after-tax rate of 7.48% per annum. No profit or loss
on the disposal has been taken into account as the investment in the
associate is being disposed of at its net asset value.
3. The Disposal will have no impact on net asset value per share and net
tangible asset value per share as the investment in Pumps is being
disposed of at its net asset value.
4. Categorisation of the Disposal
The Disposal is classified as a Category 3 transaction in terms of the
Listings
Requirements of JSE Limited.
21 February 2007
Advisors and sponsors to HAHL
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
Registration number 1970/003711/07
Transaction advisors
and attorneys to HAHL
Webber Wentzel Bowens
Transaction advisors and attorneys for Franklin Electric
edward nathan sonnenbergs
Date: 21/02/2007 17:31:23 Produced by the JSE SENS Department.
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