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Mirror Listing - Revised Pro Forma Financial Effects
SA FRENCH LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1982/009174/06)
Share code: SFH
ISIN: ZAE000108890
(“SA French”)
MIRROR LISTING OF SA FRENCH – REVISED PRO FORMA FINANCIAL EFFECTS
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on
14 September 2012, detailing the abridged prospectus with respect
to the SA French mirror listing and other corporate actions.
In terms of that announcement, shareholders were advised that the
Independent Reporting Accountants would issue a review opinion on
the Forktech financial information (required in terms of paragraph
8.29(c)(iii) of the JSE Listings Requirements) for the period ended
31 December 2011 (the pro forma financial information contained in
the circular to shareholders relied on a pro-rata apportionment
between the latest unpublished management accounts and the audited
financial statements of Forktech for the period ending 30 September
2011). Shareholders were further advised that the details of the
review opinion as well as the impact of the reviewed results on the
pro forma financial effects were to be published on SENS prior to
the General Meeting.
The Company confirms that the Forktech review by the independent
auditors has been completed and accordingly details hereof and the
implications for the Company’s pro forma financial effects are
contained below. Shareholders are advised to refer to the circular
posted on 14 September 2012 for references to specific definitions
and agreement terms contained in this announcement.
2. FORKTECH REVIEW OPINION
The Forktech financial results for the period ended 31 December
2011 have been reviewed by independent reporting accountants, RSM
Betty & Dickson (Johannesburg), in accordance with International
Standards on Review Engagements ISRE 2400 – Review of Financial
Information, and their unqualified review conclusion, is available
for inspection at the registered office of the Company. The
accounting policies have been consistent with those of the most
recent financial statements.
3. REVISED PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects as previously published have been
revised and are detailed below. The Scheme, the Cash Issue, the
Shareholder Loan Conversion, the Acquisition, the Specific Share
Issue to Directors and the Midlane Subscription are collectively
referred to as the “Transactions” for purposes of this section.
After
Shareholder
Loan
Conversion
and After Cash
Specific Issue and
Before the Share Issue Midlane After
Transactions After to Subscripti Acquisition %
1
Scheme2 Directors on3 5
change
Profit for
the period
219 219 219 836 56 -74.43%
Headline
(loss)/earni
ngs per -
share -916 -916 -916 -299 -1 079 17.79%
Net asset
value per
share
(cents) 9.06 90.57 90.58 91.80 91.47 0.99%
Net tangible
asset value
per share -
(cents) 9.06 90.57 90.58 91.80 86.49 4.50%
Basic
earnings per
share -
(cents) 0.04 0.39 0.38 0.88 0.06 85.54%
Headline
(loss)/earni
ngs per
share
(cents) -0.16 -1.62 -1.60 -0.32 -1.08 33.38%
Weighted and
actual
number of
shares in
issue at the
end of the 100 139
period 566 375 689 56 637 569 57 139 820 94 639 820 820
3.1 The unaudited pro forma financial effects of the Transactions
on shareholders are the responsibility of the SA French
directors.
3.2 The unaudited pro forma financial effects of the Transactions
have been prepared for illustrative purposes only to assist
shareholders in assessing the impact of the Transactions on
the unaudited interim results of SA French for the six months
ended 31 December 2011 and, due to its nature, may not give a
fair reflection of SA French’s financial position and results
after the Transactions.
3.3 The independent reporting accountants have reviewed the
results of Forktech and their previous report on the pro-forma
information has been withdrawn and their revised report on the
pro-forma financial information is available for inspection at
the Company’s registered office.
Notes and assumptions:
1. The amounts set out in the “Before the Transactions” column above
have been extracted from the published unaudited consolidated
financial results of SA French for the six months ended 31 December
2011.
2. Shareholders will receive the Scheme Consideration of 1 (one) Torre
share for every 10 (ten) Scheme Shares disposed of in terms of the
Scheme.
3. The Cash Issue is for an amount of R30 million in respect of 30 000
000 Torre shares issued at R1 (one Rand) each. The effect of the
Cash Issue is presented net of transaction fees of R3 million. The
Midlane Subscription is for 7 500 000 shares at R1 (one Rand) in
terms of a loan agreement as contemplated in the circular.
Accordingly, the Cash Issue and the Midlane Subscription will
result in an increase of R34,5 million in total NAV (92 cents per
newly issued share) and an increase in NAV per newly issued share
to 91.80 cents per share.
4. It has been assumed that:
(a) the Transactions had been implemented on 31 December 2011 for
purposes of compiling the statement of financial position and
on 1 July 2011 for purposes of compiling the statement of
comprehensive income;
(b) the Cash Issue will be for an amount of R30 million;
(c) the earn out targets in respect of the Acquisition as
contemplated in paragraphs 4.2.1(ii) and (iii) of Section B in
the Circular are fully met (i.e. full contingent consideration
paid in respect of the Acquisition, calculated in accordance
with IFRS3);
(d) all the Transactions are implemented;
(e) transaction fees amount to R3 million and will be applied
against share capital;
(f) a portion of the proceeds from the Cash Issue were utilised to
settle R0.83 million interest bearing debt resulting in a
finance cost saving of R38 000. Interest bearing debt carried
an interest rate of 9% per annum (calculation assumes monthly
interest compounding); and
(g) the portion of the proceeds from the Cash Issue which were not
utilised to settle debt or fund the Acquisition
(R13.79 million) earned interest at 5% per annum resulting in
investment revenue of R348 000 (calculation assumes monthly
interest compounding).
(h) the loan agreement for the Midlane Subscription carries
interest at the Official Rate of Interest as published by SARS
from time to time (currently 6%) giving rise to investment
revenue of R231 000 (calculation assumes interest shall be
compounded monthly and be due and payable at maturity as per
the terms of the Loan Agreement)
5. Financial information relating to Forktech was extracted from its
reviewed financial statements for the period 1 July 2011 to 31
December 2011 (previously extracted from the latest unpublished
management accounts and the audited financial statements for the
period ending 30 September 2011 as outlined above – changes are
predominantly attributable to the seasonality of Revenue).
6. All adjustments have a continuing effect.
4. NOTICE OF GENERAL MEETING OF SA FRENCH SHAREHOLDERS
Shareholders are reminded that the general meeting of SA French
shareholders will be held at 11:00 on Wednesday, 17 October 2012 at
461 Flower Close, Greenhills Industrial Park, Tunney Extension 9,
Germiston (the "General Meeting") for the purpose of considering
and, if deemed fit, passing with or without modification, the
resolutions set out in the notice of the General Meeting included in
the Circular.
5. RESPONSIBILITY STATEMENT
The independent board of SA French accept responsibility for the
information contained in this announcement. To the best of their
knowledge and belief, the information contained in this announcement
is true and nothing has been omitted which is likely to affect the
importance of the information included.
Johannesburg
11 October 2012
Corporate advisor: AfrAsia Corporate Finance Proprietary Limited
Designated advisor: PSG Capital Proprietary Limited
Date: 11/10/2012 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.
