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Omn - Omnia Holdings Limited - Unaudited Pro Forma Financial Effects Of A

Release Date: 24/06/2010 14:02:01      Code(s): OMN
OMN - Omnia Holdings Limited - Unaudited Pro Forma Financial Effects of a       
Capital Raising Exercise, Notice of General Meeting and Withdrawal of           
Cautionary Announcement                                                         
OMNIA HOLDINGS LIMITED                                                          
(Incorporated in the Republic of South Africa)                                  
(Registration number 1967/003680/06)                                            
JSE share code: OMN                                                             
ISIN: ZAE000005153                                                              
("Omnia" or "the Company")                                                      
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF A CAPITAL RAISING EXERCISE, NOTICE     
OF GENERAL MEETING AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT                    
1.   INTRODUCTION                                                               
    Omnia shareholders ("Shareholders") are referred to the announcement        
    released by the Company on Thursday, 20 May 2010 ("Announcement")           
    wherein the details of a R1 billion capital raising exercise through the    
implementation of a specific issue for cash of 3  million new Omnia         
    ordinary shares ("New Shares") ("Specific Issue") and/or a claw back and    
    rights offer of 17 million New Shares ("Offer"), or if the Specific         
    Issue for cash is not authorised, a claw back and rights offer of 20        
million New Shares at R50 per share (collectively referred to as the        
    "Capital Raising") for the purposes of raising capital for the              
    construction of a second nitric acid complex ("Complex") were provided.     
                                                                                
In order to implement the Capital Raising, Shareholders will be required    
    to place sufficient authorised but unissued ordinary Omnia shares under     
    the control of the directors of Omnia for purposes of the Specific Issue    
    and the Offer.                                                              

    Should Shareholders approve the Specific Issue then an amount of R150       
    million of the R1 billion Capital Raising will be reserved for              
    Industrial Development Corporation of South Africa Limited ("IDC")          
participation through the issue of 3 million New Shares, thereby            
    reducing the total quantum of the Offer from R1 billion to R850 million.    
    The New Shares authorised for issue in terms of the Specific Issue will     
    be utilised to ensure that IDC receives a minimum of 3 million New          
Shares through its participation in the Capital Raising ("the Minimum       
    Investment"). Any of the 3 million New Shares authorised for issue in       
    terms of the Specific Issue not allotted and issued to IDC to ensure IDC    
    receives the Minimum Investment will be allotted and issued to Sanlam       
Investment Management (Proprietary) Limited and Sanlam Investment           
    Management, a division of Sanlam Life Insurance Limited, as underwriters    
    of the Capital Raising.                                                     
                                                                                
Shareholders were informed in the Announcement that the unaudited pro       
    forma financial effects of the Capital Raising would be announced at a      
    later date. Following the release of the Company`s reviewed provisional     
    results for the year ended 31 March 2010 on SENS on Wednesday, 9 June       
2010 and the subsequent correction on Tuesday 15 June 2010, the             
    unaudited pro forma financial effects are provided below.                   
2.   UNAUDITED PRO FORMA FINANCIAL EFFECTS                                      
    The table below sets out the unaudited pro forma financial effects of       
the Capital Raising based on the published reviewed results of Omnia for    
    the year ended 31 March 2010.                                               
                                                                                
    The unaudited pro forma financial effects have been prepared for            
illustrative purposes only, in order to provide information about how       
    the Capital Raising might have affected Shareholders had the Capital        
    Raising been implemented on the dates indicated in the notes below.         
    Due to their nature, the unaudited pro forma financial effects may not      
fairly present the financial position or the effect on future earnings      
    of Omnia after the Capital Raising. The preparation of the unaudited pro    
    forma financial effects is the responsibility of the directors of Omnia.    
    Shareholders should exercise caution in reading the pro forma financial     
information which does not consider a return from the construction of       
    the Complex, nor any short-term interest saving as a result of the          
    placement of unused funds with existing short term debt facilities of       
    Omnia.                                                                      

                                                                                
                                                                                
                  Before the   Pro forma  Percentage    Pro       Percentage    
Capital      after the  Change        forma     Change        
                  Raising1     Specific                 after                   
                               Issue 2                  the                     
                                                        Capital                 
A            B          B/A           Raising   C/A           
                                                        3                       
                                                                                
                                                        C                       
Earnings per share 122.0        114.5       (6.15)       85.0       (30.33)     
(cents) 4                                                                       
Diluted earnings   121.7        114.2       (6.16)       84.8       (30.32)     
per share (cents)                                                               
4                                                                               
Headline earnings  80.6         75.7        (6.08)       56.1       (30.40)     
per share (cents)                                                               
4                                                                               
Diluted headline   80.4         75.5        (6.09)       56.0       (30.35)     
earnings per share                                                              
(cents) 4                                                                       
Net asset value    42.40        42.90      1.18          44.35     4.60         
per share (Rand) 5                                                              
Net tangible asset 30.89        32.05      3.76          36.28     17.45        
value per share                                                                 
(Rand) 5                                                                        
Weighted average   45 904       48 904                   65 904                 
number of shares                                                                
in issue (`000)                                                                 
Diluted weighted   46 027       49 027                   66 027                 
average number of                                                               
shares in issue                                                                 
(`000)                                                                          
Number of shares   46 491       49 491                   66 491                 
in issue (`000)                                                                 
Notes:                                                                          
    1.   The figures included in the "Before the Capital Raising" column        
         have been extracted, without adjustment, from the published            
reviewed results of Omnia for the year ended 31 March 2010 as          
         released on SENS on 9 June 2010 as well as the subsequent              
         correction released on SENS on 15 June 2010.                           
    2.   Represents the pro forma financial effects after the Specific Issue    
assuming the Specific Issue is approved by Shareholders.               
    3.   Represents the pro forma financial effects after the Capital           
         Raising assuming the proposed Capital Raising of R1 billion is         
         successful, either through a combination of a specific issue of 3      
million New Shares and a claw back offer and rights offer of 17        
         million New Shares or a claw back and rights offer of 20 million       
         New Shares at R50 per share.                                           
    4.   The effects on earnings, diluted earnings, headline earnings and       
diluted headline earnings per share are based on the following         
         assumptions:                                                           
         -    the Capital Raising was effective 1 April 2009; and               
         -    it is currently envisaged that the funds raised will largely      
be placed within existing short-term debt facilities until        
              drawn down for the construction of the Complex.  However, no      
              effect is given to the potential interest saving within the       
              short-term until the funds are drawn-down for purposes of         
investing in the construction of the Complex, as such interest    
              savings cannot be factually supportable, nor is any return on     
              the investment in the construction in the Complex assumed as      
              the returns thereon cannot be determined with certainty at        
this stage. Consequently, the pro forma financial effect on       
              Omnia`s earnings from the Specific Issue and Capital Raising      
              is only impacted by the number of New Shares issued in terms      
              of the Specific Issue and Capital Raising.                        
5.   The effects on net asset value and net tangible asset value per        
         share are based on the following assumptions:                          
         -    the Capital Raising was effective 31 March 2010;                  
         -    the issue of 3 million New Shares for a cash consideration of     
R150 million in terms of the Specific Issue and the issue of      
              20 million New Shares for a cash consideration of R1 billion      
              in terms of the Capital Raising; and                              
         -    cumulative transaction costs amounting to R24 million (R255       
000 relating to the Specific Issue and R23 745 000 relating to    
              the Offer) relating to the Capital Raising have been written      
              off against stated capital.                                       
3.   NOTICE OF GENERAL MEETING                                                  
Shareholders are advised that the circular providing details of the         
    resolutions required to be passed and the notice of general meeting was     
    distributed to Shareholders on Thursday, 24 June 2010.                      
    Notice is hereby given that a general meeting of Shareholders will be       
held at 10:00am on Friday, 9 July 2010 ("General Meeting") at the           
    Company`s registered offices being Omnia House, 13 Sloane Street, Epsom     
    Downs, Bryanston, 2021 in order to vote on the ordinary resolutions         
    necessary to implement the Capital Raising.                                 

    The salient dates and times relating to the General Meeting are provided    
    below:                                                                      
                                                                                

                                                                                
                                                 2010                           
   Circular and notice of General Meeting        Thursday, 24 June              
posted to Shareholders on                                                    
   Last day for receipt of proxies in respect    Wednesday, 7 July              
   of General Meeting by 10h00 on                                               
   General Meeting of Shareholders at 10h00 on   Friday, 9 July                 
Results of General Meeting released on SENS   Friday, 9 July                 
   on                                                                           
   Results of General Meeting published in the   Monday, 12 July                
   press on                                                                     
Notes:                                                                          
    1.   Any material change to these dates will be released on SENS and        
         published in the South African press.                                  
    2.   Any reference to time is a reference to South African time.            
4.   WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT                                      
    Shareholders are referred to the cautionary announcement released by the    
    Company on 20 May 2010 and are advised that they are no longer required     
    to exercise caution when dealing in the Company`s securities.               
Bryanston                                                                       
24 June 2010                                                                    
Corporate Advisor and Sponsor:                                                  
One Capital                                                                     
Attorneys:                                                                      
Cliffe Dekker Hofmeyr Inc.                                                      
Date: 24/06/2010 14:02:01 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  
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information disseminated through SENS.                                          



                                        
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