ACCENTUATE LIMITED - Financial Effects Regarding The Acquisition Of Suntups Wooden Flooring Business And Withdrawal Of Cautionary

Financial Effects Regarding The Acquisition Of Suntups Wooden Flooring Business And Withdrawal Of Cautionary

Accentuate Limited

(Incorporated in the Republic of South Africa)

(Registration number 2004/029691/06)

JSE Share code: ACE ISIN: ZAE000115986

("Accentuate" or “the Company”)



FINANCIAL EFFECTS REGARDING THE ACQUISITION OF SUNTUPS WOODEN FLOORING BUSINESS



   1. INTRODUCTION


   Accentuate subsidiary Floorworx Africa (Pty) Limited (‘Floorworx”) has entered into an agreement
   with Suntups Wooden Flooring (Pty) Limited (“Suntups”) to acquire the assets and liabilities relating
   to the wooden flooring and decking part of Suntups (the "Agreement”) for a total purchase
   consideration estimated to be R8 200 000 (eight million two hundred thousand Rand), based on the
   estimated net asset value at the effective date as well as R1 300 000 (one million three hundred
   thousand Rand) for intangible assets and goodwill (the "Transaction”). The purchase will be settled
   by way of an issue of an estimated 7 828 456 Accentuate ordinary shares at a price based on the
   volume weighted average price of the shares traded during the two months preceding the effective
   date. As the financial effects were not disclosed in the announcement on 5 September 2013, they are
   set out below.


   2. FINANCIAL EFFECTS OF THE TRANSACTION ON ACCENTUATE FOR THE YEAR ENDED 30 JUNE 2013


   The unaudited pro forma financial effects of Accentuate before and after the Transaction are based
   on the audited results of Accentuate for the year ended 30 June 2013. The financial information
   utilised for Suntups was extracted from the unaudited management statement of Financial Position
   of Suntups as at 30 June 2013. Accentuate’s directors are satisfied with the quality of the
   management accounts utilised in preparing these financial effects. The unaudited financial effects
   are presented for illustrative purposes only, to provide information on how the Transaction may have
   impacted on the results and financial position of Accentuate. The unaudited pro forma financial
   effects are the responsibility of Accentuate's directors. Due to the nature of the unaudited pro forma
   financial effects, they may not fairly present Accentuate's financial position and the results of its
   operations after the Transaction. The financial effects do not purport to be indicative of what the
   financial results would have been had the Transaction been implemented on a different date. The
   unaudited pro forma financial information has been presented in a manner consistent in all respects
   with IFRS and Accentuate's accounting policies applied consistently throughout the period.


   The financial effects of the Transaction calculated on Accentuate are set out below:




                                                          Before the      After the       % change
                                                         Transaction    Transaction
Earnings per share (cents) (“EPS”)                          8.38            8.86          5.7%

Headline earnings per share (cents) (“HEPS”)                8.41            8.88          5.6%

Net asset value per share (cents) (“NAV”)                   1.21            1.20          (1.2%)

Tangible net asset value per share (cents) (“TNAV”)         0.89            0.89          (0.5%)

Weighted number of shares                               105 335 517     113 163 973       7.4%

Number of shares in issue                               111 108 119     118 936 575       7.0%




   Notes:
     1. The “% Change” column of the table is the result of the actual calculations whereas the “Before
        the Transaction” and “After the Transaction” columns of the table are rounded figures, as
        reflected in the audited results of Accentuate for the year ended 30 June 2013.
     2. The EPS and HEPS in the “Before the Transaction” column of the table are based on the audited
        statement of comprehensive income of Accentuate for the year ended 30 June 2013, based on
        105 335 517 Accentuate shares in issue (being the weighted number of ordinary shares in issue
        for the year ended 30 June 2013, net of treasury shares and shares owned by the Accentuate
        Share Trust).
     3. The EPS and HEPS in the “After the Transaction” column of the table are based on 113 163 973
          Accentuate ordinary shares in issue and the assumptions that:
            -   the Transaction became effective on 1st July 2012 and the purchase price was settled on
                that date;
            -   the purchase price was settled through the issue of 7 828 456 Accentuate ordinary
                shares at 82 cents .
            -   the net cash generated would have reduced the group’s net borrowings at a before tax
                interest rate of 9%, yielding a pre-tax interest saving of R65 000 for the year ended 30
                June 2013.
     4. The NAV and TNAV in the “Before the Transaction” column of the table are based on the
          audited statement of financial position of Accentuate at 30 June 2013 with 111 108 119
          Accentuate shares in issue.
     5. The NAV and TNAV in the “After the Transaction” column of the table are based on the
          assumptions that the Transaction was completed on 30 June 2013 with 118 936 575
          Accentuate ordinary shares in issue and the purchase price was settled through the issue of
          7 828 456 Accentuate ordinary shares at 82 cents.
     6. An amount of R1 300 000 (one million three hundred thousand Rand) Goodwill and Intangible
          Assets arose from the Transaction. Goodwill is measured as the excess of the sum of the
          consideration transferred, over the net of the Transaction date amounts of the identifiable
          assets acquired and the liabilities assumed.
     7. The pro forma financial effects have not been reviewed by Accentuate’s auditors.


3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT


   Shareholders are referred to the cautionary announcements dated 15 August and 5 September 2013
   and are advised that the discussions referred to therein are related to the Acquisition. Accordingly,
   shareholders are no longer advised to exercise caution when dealing in the Company`s securities.


Sandton
03 October 2013
Designated Adviser: Bridge Capital Advisors (Pty) Limited

Date: 03/10/2013 02:30:00 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.