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CMA
CMA
CMA - Command - Specific Issue of Shares for Cash and Withdrawal of Cautionary
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")
SPECIFIC ISSUE OF SHARES FOR CASH TO CAPE EMPOWERMENT TRUST LIMITED AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders of Command are referred to the announcement dated 8 December 2006
which informed shareholders of the general issue of 15 000 000 ordinary
shares by Command to Cape Empowerment Trust Limited ("Cape Empowerment
Trust") at an issue price of 26 cents per share ("general issue") and
furthermore of the proposed specific issue of 17 250 000 shares for cash
by Command to Cape Empowerment Trust at an issue price of 26 per share
("specific issue") (collectively "the issues of shares").
2. Unaudited pro forma financial effects
The table below sets out the unaudited pro forma financial effects of the issues
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
issues of shares.
It has been assumed for purposes of the unaudited pro forma financial effects
that the issues 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.
After
general
After issue and
Per ordinary general specific
share Notes Before issue Change issue Change
(cents) (cents) (%) (cents) (%)
Earnings 1 5.25 4.56 (13.14) 3.96 (24.57)
Headline earnings 1 5.25 4.56 (13.14) 3.96 (24.57)
Net asset value 2 14.40 15.9 10.41 16.90 19.44
Net tangible 2 10.90 12.8 12.8 14.20 33.02
asset value
Number of shares 100 000 15 000 132 250
(`000)
Notes:
1. The amounts in the "Before" column represent the unaudited
headline earnings and earnings per share disclosed in the
audited financial results for the twelve months ended 30 June
2006. The amounts in the "After" column represent the headline
earnings and earnings per share after the issue for cash based
on the assumption that the issues of shares were effective 1
July 2005.
2. The amounts in the "Before" column represent the net asset
value and net tangible asset value per share as disclosed in
the audited financial results for the twelve months ended 30
June 2006. The amounts in the "After" column represent the net
asset value and net tangible asset value based on the audited
financial results for the twelve months ended 30 June 2006
adjusted for the issues of shares, had it been effected on 30
June 2006.
3. The adjustments are based upon 132 250 000 ordinary par value
shares in issue.
4. No adjustments have been made for interest earned on the
proceeds of the general issue and the specific issue, as per
the "Guide on Pro forma financial information" issued by the
South African Institute of Chartered Accountants in September
2005.
3. Important dates and times
The important dates and times for the general meeting of shareholders, to be
held at The Vineyard Hotel, Newlands, Cape Town ("general meeting"), are
as follows:
2007
Last day to lodge forms of proxy for the general
meeting by 11h00 on Monday, 26 March
General meeting of shareholders to be held at 11h00 on Wednesday, 28 March
Results of general meeting released on SENS on Wednesday, 28 March
Results of general meeting published in the press on Thursday, 29 March
Notes:
1. The abovementioned dates and times are South African dates and
times and are subject to amendment. Any such amendment will be
announced on SENS.
2. Should they wish to attend or vote at the above general
meeting, dematerialised shareholders are required to advise
their CSDP or broker by the cut-off time stipulated by their
CSDP or broker.
4. Documentation
A circular to shareholders regarding the specific issue, including a notice of
general meeting, will be issued to Command shareholders on or about
Tuesday, 13 March 2007 ("circular to shareholders").
In terms of the JSE Listings Requirements, the specific issue is deemed as a
related party transaction. Accordingly, Ernst & Young Advisory Services
Limited has advised the board of directors of Command that the terms and
conditions of the specific issue are fair and reasonable to Command
shareholders.
Their opinion will be included in the circular to shareholders.
5. Withdrawal of cautionary announcement
Shareholders are referred to the cautionary announcement dated 22 January 2007
and are advised that they no longer need to exercise caution when dealing
in their Command securities.
Cape Town
9 March 2007
Corporate advisor and Independent advisor Reporting accountants
sponsor Registration number:
2006/018260/06
Deloitte
Deloitte & Touche Sponsor Ernst & Young Advisory
Services Services Limited
Date: 09/03/2007 14:26:18 Produced by the JSE SENS Department.
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