VUN - Vunani - Financial Effects Of The Acquisition And Withdrawal Of The Cautionary Announcement VUNANI LIMITED (formerly Vunani Capital Holdings (Pty) Limited) (Incorporated in the Republic of South Africa) (Registration number 1997/020641/06) JSE code: VUN & ISIN: ZAE000110359 ("Vunani" or "the Group") FINANCIAL EFFECTS OF THE ACQUISITION OF A FURTHER 35% STAKE IN EDGE HOLDING COMPANY (PROPRIETARY) LIMITED ("THE EDGE ACQUISITION") AND WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT INTRODUCTION Shareholders are referred to the announcement dated 10 June 2008 relating to the acquisition of a further 35% interest in Edge thereby increasing Vunani`s effective shareholding to 45% in Edge, which announcement did not contain the financial effects of the Edge acquisition ("the transaction"). UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION The unaudited pro forma financial effects, for which the directors are responsible, are provided for illustrative purposes only to show the effect of the transaction on earnings, headline earnings, diluted earnings and diluted headline earnings per share as if the transaction occurred on 1 January 2007 and on net asset value and net tangible asset value per share as if the transaction had occurred on 31 December 2007. Because of their nature, the unaudited pro forma financial effects may not give a fair presentation of the Group`s financial position and performance. The unaudited pro forma financial effects have been compiled from the audited consolidated financial statements for the year ended 31 December 2007 and are presented in a manner consistent with the format and accounting policies adopted by Vunani and have been adjusted as described in the notes below: Audited Unaudited Change Before the pro forma %
transaction After the Notes transaction Earnings per share 4 41.4 41.6 0.5 (cents) Headline earnings per 28.2 0.7 share (cents) 4 28.0 Diluted earnings per 48.2 0.4 share (cents) 4 48.0 Diluted headline 32.6 0.3 earnings per share 4 32.5 (cents) Net asset value per 67.5 -0.3 share (cents) 3&4 67.7 Net tangible asset 66.7 66.5 -0.3 value per share 3&4 (cents) Weighted average 1 177 000 1 177 000 - number of shares in issue (000s) Fully diluted 1 015 444 1 015 444 - weighted average number of shares in issue (000s) Shares in issue at 1 177 000 1 177 000 - year end (000s) Notes: 1. The "Audited Before the transaction" column reflects the audited results of Vunani for the year ended 31 December 2007. 2. The "Unaudited pro forma After the transaction" column reflects what the results would have been had the transaction been effective for the full financial year. 3. Net asset and net tangible asset value calculations were completed assuming the transaction was concluded at the balance sheet date of 31 December 2007. 4. The pro forma financial effects in the "Unaudited pro forma After the transaction" column are based on the following assumptions: - The purchase price of R96.25 million was paid on 1 January 2007, which amount was financed by way of borrowings and internal funding incurring interest at an effective rate of 13.56% per annum; - the final payment of R43.75 million is subject to profit warranties; - the total after tax profit attributable to Vunani in terms of the Edge transaction is R9,4 million for the year ended 29 February 2008 based on the audited financial statements for the year then ended; - The transaction costs are estimated to be approximately R1.3 million and have been capitalised as part of the purchase consideration. WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT Pursuant to the release of the financial effects of the Edge acquisition, the cautionary announcement is hereby withdrawn. Johannesburg 23 June 2008 Designated Advisers Merchant Sponsors (Proprietary) Limited Vunani Corporate Finance Date: 23/06/2008 17:50:05 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.