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POY - Poynting - Acquisition By Poynting Of Certain Assets And Liabilities Of A Division Of SAAB Grintek Defence (Pty) Ltd And Withdrawal Of Cautionary Announcement POYNTING HOLDINGS LIMITED (Formerly Poynting Innovations (Proprietary) Limited) Incorporated in the Republic of South Africa (Registration number 1997/011142/06) Share code: POY ISIN: ZAE000121299 ("Poynting" or "the company") ACQUISITION BY POYNTING OF CERTAIN ASSETS AND LIABILITIES OF A DIVISION OF SAAB GRINTEK DEFENCE (PROPRIETARY) LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Further to the cautionary announcements released on SENS on 29 September 2008 and 11 November 2008, shareholders are advised that Poynting has acquired from Saab Grintek Defence (Proprietary) Limited ("Grintek") certain assets and liabilities of a division ("the division") of Grintek ("the acquisition"). 2. THE ACQUISITION 2.1 Nature of Grintek business
The division operates in the development, manufacture and sale of antennas and radio frequency distribution equipment for commercial and telecommunication applications, the majority of which is used at cellular base stations. The equipment includes antennas, cables, diplexers, amplifiers and couplers supplied to Network operators and their sub-contractors in Africa. 2.2 The rationale for the acquisition Poynting designs, manufactures and supplies products to the telecommunications and military defence industry, both within South Africa and internationally. The company supplies equipment to customers of Cellular networks but currently does not supply base station equipment. The acquisition will facilitate Poynting`s entry into the base station infrastructure segment of the cellular market and provide synergies in terms of customer base and product range. Furthermore, since the division was no longer of strategic interest to Grintek, the terms of the acquisition were favourable to Poynting. 2.3 Purchase consideration The purchase consideration, being R2 870 000, was settled in cash on the fifth business day following the fulfilment of the conditions precedent from the capital raised on the listing of Poynting on the Alternate Exchange ("AltX") of the JSE Limited ("JSE") in July 2008. 2.4 Conditions precedent and effective date All the conditions precedent to the acquisition have been fulfilled and the effective date of the acquisition is 15 October 2008. 3. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTIONS The table below sets out the unaudited pro forma financial effects of the acquisition on Poynting`s earnings per share, headline earnings per share, net asset value per share and tangible net asset value per share. The unaudited pro forma financial effects have been prepared to illustrate the impact of the acquisition on the reported audited results of Poynting for the year ended 30 June 2008, had the acquisition occurred on 1 July 2007 for income statement purposes and on 30 June 2008 for balance sheet purposes. The unaudited pro forma financial effects have been prepared using accounting policies that comply with International Financial Reporting Standards and that are consistent with those applied in the audited results of Poynting for the year ended 30 June 2008. The unaudited pro forma financial effects, which are the responsibility of the directors, are provided for illustrative purposes only and, because of their pro forma nature may not fairly present Poynting`s financial position, changes in equity, results of operations or cash flow. Before After Percent the the age acquisit acquisi change
ion tion (%) Basic earnings per share (cents) 21.38 21.38 - Headline earnings per share 22.15 22.15 - (cents) Net asset value per share (cents) 20.82 20.82 - Tangible net asset value per share 4.60 1.97 (57.2) (cents) Weighted average number of shares 27 262 27 262 in issue (`000) Notes: 1. The amounts in the "Before the acquisition" column have been extracted from the audited results of Poynting for the year ended 30 June 2008. 2. The amounts in the "After the acquisition" column reflect the financial effects of the acquisition on Poynting. 3. The effects on basic earnings per share and headline earnings per share are calculated based on the assumption that the acquisition was effected on 1 July 2007. 4. The effects on net asset value per share and tangible net asset value per share are calculated based on the assumption that the acquisition was effected on 30 June 2008. 4. CLASSIFICATION OF THE ACQUISITION The acquisition is classified as a Category 2 transaction in terms of the Listings Requirements of the JSE. 5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT The cautionary announcement is accordingly withdrawn and caution is no longer required to be exercised by shareholders when dealing in the company`s securities. 18 December 2008 Designated Adviser Merchantec (Proprietary) Limited Auditors and reporting accountants KPMG Inc. Date: 18/12/2008 17:09:20 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.
