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Pro Forma Financial Effects Of The Acquisition By Ububele Agri Proprietary Limited Of A 51% Shareholding In Turf-Ag
Ububele Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1998/011074/06)
Share code: UBU
ISIN Code: ZAE000140182
(“Ububele” or “the Company”)
PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION BY UBUBELE AGRI
PROPRIETARY LIMITED OF A 51% SHAREHOLDING IN TURF-AG PRODUCTS
PROPRIETARY LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. THE ACQUISITION
Shareholders are referred to the announcement released on
SENS on 15 March 2013 (“the Acquisition Announcement”)
relating to the agreement entered into by Ububele Agri
Proprietary Limited (“Ububele Agri”), a wholly owned
subsidiary of the Company, together with Messrs Wilhelm de
Wet (“de Wet”) and Albert Lintvelt (“Lintvelt”)(collectively
“the Purchasers”), with Mr Andries Willem Stefanus du Toit
(“du Toit”) on behalf of the Willie Du Toit Trust (“the
Seller”), in terms of which the Purchasers will acquire 100%
of the issued share capital in Turf-Ag Products Proprietary
Limited (“Turf-Ag”) and all rights, title and interest to
Seller’s shareholder loans in Turf-Ag (“the Acquisition”)
from the Seller.
In terms of the Acquisition, the Purchasers will acquire the
following interests in Turf-Ag:
• Ububele Agri – 51%;
• de Wet – 24.5%; and
• Lintvelt – 24.5%.
In accordance with the Acquisition Announcement, the
outstanding pro forma financial effects of the Acquisition
are disclosed below.
2. PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects of the Acquisition are
presented for illustrative purposes only and because of their
nature may not give a fair reflection of Ububele’s financial
position nor of the effect on future earnings after the
Acquisition.
Set out below are the unaudited pro forma financial effects
of the Acquisition, based on Ububele’s unaudited interim
results for the six months ended 31 December 2012. The
directors of Ububele are responsible for the preparation of
the unaudited pro forma financial effects.
Unaudited Pro forma
before after the
Acquisition Acquisition Change
(cents) (cents) (%)
Earnings per share 2.78 2.15 (22.7%)
Headline earnings per
share 1.53 0.89 (41.7%)
Net asset value per
share 21.68 21.69 0.02%
Tangible net asset value
per share (29.58) (29.58) -
Notes and assumptions:
1. The "Unaudited before the Acquisition" column has been
extracted from the unaudited abridged consolidated financial
statements for the six months ended 31 December 2012 as
published.
2. The "Pro forma after the Acquisition" column reflects the
financial effect of the purchase of 51% of the ordinary
shares of Turf-AG for R3,093,080, paid in cash.
3. The earnings per share and headline earnings per share
figures in the "Pro forma after the Acquisition" column have
been calculated on the basis that the Acquisition was
effected on 1 July 2012.
4. The net asset value per share and tangible net asset value
per share figures in the "Pro forma after the Acquisition"
column have been calculated on the basis that the Acquisition
was effected on 31 December 2012.
5. The figures for Turf-AG have been extracted from the
management accounts of Turf-AG for the period 1 July 2012 to
31 December 2012, of which the Company has assumed a 51%
share after accounting for the minority interest of 49%.
This will have a continuing effect on the Ububele results.
In addition, costs of R90,000 associated with the acquisition
have been assumed, which will not have a continuing effect.
6. The taxation rate of 28% is assumed, where applicable.
7. An interest rate of prime plus 3% is assumed payable on the
loan raised to finance the Acquisition based on R3,093,080
based on the loan terms agreed. An interest rate of prime
plus 0.75% was assumed for all other interest-bearing
borrowings or receivables associated with the Acquisition,
which interest receivable and interest payable nets off to
nil.
8. The earnings per share and headline earnings per share
figures have been calculated using a weighted average number
of shares in issue of 178 417 824 for the period ended 31
December 2012.
9. The net asset value per share and tangible net asset value
per share figures have been calculated using the number of
shares in issue of 178 417 824 as at 31 December 2012.
3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement
included in the Acquisition Announcement and are advised that
since the pro forma financial effects relating to the
Acquisition have been disclosed in this announcement, caution
is no longer required to be exercised by shareholders when
dealing in the Company’s securities.
Shareholders are further advised that Ububele will ensure that the
Memorandum of Incorporation of Turf-Ag will comply with the
provisions of paragraph 10.21 of Schedule 10 of the JSE Limited’s
Listings Requirement.
19 April 2013
Cape Town
Designated Adviser
PSG Capital
Date: 19/04/2013 11:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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