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Update relating to the Specific Issue of Shares
NIVEUS INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1996/005744/06)
Share code: NIV
ISIN: ZAE000169553
(“Niveus” or “the Company”)
UPDATE RELATING TO THE SPECIFIC ISSUE OF SHARES
1. INTRODUCTION
1.1 Shareholders of Niveus (“Shareholders”) are referred to
the announcement published by the Company on SENS on
Thursday, 21 May 2015, wherein Shareholders were advised
that Niveus has entered into an agreement with Johnnic
Holdings Management Services Limited (“JHMS”) (“the
Corporate Actions Agreement”) relating to the specific
issue of 1 750 000 Niveus shares, for cash, at an issue
price of R25.80 per share, to JHMS (“the Specific Issue”)
and the restructuring of the payment terms of the current
administration agreement (“the Administration Agreement”)
between Niveus and JHMS (“the Restructuring”). The
Specific Issue and the Restructuring are collectively
referred to as the “Corporate Actions”.
2. REVISED TERMS OF THE CORPORATE ACTIONS AGREEMENT
2.1 Shareholders are advised that the Corporate Actions
Agreement has been amended in that the amount due to
Niveus by JHMS, in respect of the Specific Issue, being
the amount of R45 150 000 (“the Specific Issue
Consideration”), will be settled by JHMS in cash.
3. EXTENSION OF POSTING DATE OF CIRCULAR
3.1 Shareholders are hereby advised that the JSE Limited has
granted the Company an extension in relation to the
distribution date of the circular relating to the
Corporate Actions (“the Circular”), until 14 August 2015.
3.2 Accordingly, Shareholders are hereby advised that the
Circular will be distributed to Shareholders on or about
14 August 2015.
3.3 Shareholders will be advised in due course of the salient
dates and times relating to the Corporate Actions and the
general meeting of Shareholders to be convened in order
for Shareholders to consider and vote on the resolutions
required in respect of the Corporate Actions.
4. PRO FORMA FINANCIAL EFFECTS OF THE CORPORATE ACTIONS
4.1 The table below sets out the pro forma financial effects
of the Corporate Actions on the financial position of
Niveus, to assist Shareholders in assessing the impact of
the Corporate Actions on, inter alia, the earnings per
share, headline earnings per share, net asset value and
tangible net asset value per share.
4.2 The pro forma financial effects of the Corporate Actions
on Shareholders are the responsibility of the directors of
Niveus and have been prepared for illustrative purposes
only to provide information about how the Corporate
Actions would have affected the financial position and
results of Niveus and, because of its nature, may not
fairly present Niveus’ financial position, changes in
equity, results of operations and cash flows after the
Corporate Actions.
4.3 The accounting policies used in calculating the pro forma
financial effects are consistent with the accounting
policies applied in the annual financial statements for
the previous reporting period. The pro forma financial
information have been prepared using the most recent
published financial information of Niveus for the year
ended 31 March 2015.
4.4 The pro forma financial information is prepared in terms
of the Listings Requirements of the JSE Limited and the
guidelines issued by the South African Institute of
Chartered Accountants.
Reviewed After the Movement (%)
results Corporate
before the Actions
Corporate
Actions
Earnings 69.0 48.9 (29.1%)
per
share
(cents)
Headline 72.4 52.3 (27.8%)
earnings
per share
(cents)
Diluted 67.8 48.1 (29.1%)
earnings
per share
(cents)
Diluted 71.2 51.4 (27.8%)
headline
earnings
per share
(cents)
Net asset 1 107 1 102 (0.5%)
value
per share
(cents)
Net 1 002 998 (0.4%)
tangible
asset
value per
share
(cents)
Notes and assumptions:
1. The figures in the “Reviewed results before the
Corporate Actions” column have been extracted from the
reviewed consolidated financial statements of Niveus
for the year ended 31 March 2015.
2. Included in the effect on earnings and headline
earnings of the Company is the once-off cash outflow of
R45 150 000 payable by Niveus to JHMS in terms of the
Restructuring (“the Restructuring Consideration”), in
addition to incorporating the proposed management fee
of R3 000 000 payable to JHMS as opposed to the R16 653
916 remuneration paid to JHMS in the year ended 31
March 2015, as per the Administration Agreement.
Interest earned is assumed to increase due to the
increase in cash resources as a consequence of the
Corporate Actions resulting in a net cash inflow; it
has been assumed that interest is earned at a pre tax
rate of 5.2% being the average interest rate currently
being earned on surplus funds of the Company, and that
the Corporate Actions were effected on 1 April 2014.
The transaction costs relating to the Corporate Actions
of R243 000 have also been accounted for, after tax.
3. Included in the effect on the net asset value of the
Company, is the R45 150 000 decrease in cash relating
to the Restructuring Consideration in addition to a
decrease in the Company’s tax liability owing to the
Restructuring Consideration as well as a R45 150 000
increase in both cash and equity owing to the Specific
Issue.
4. Tax adjustments have been assumed at a rate of 28%.
Cape Town
28 July 2015
Transaction Adviser and Sponsor
PSG Capital Proprietary Limited
Reporting Accountants
Grant Thornton
Date: 28/07/2015 04:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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