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MNY - Moneyweb Holdings Limited - Issue of shares for cash in terms of a general authority and withdrawal of the cautionary announcement MONEYWEB HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1998/025067/06) JSE code: MNY ISIN: ZAE000025409 ("Moneyweb" or "the company") ISSUE OF SHARES FOR CASH IN TERMS OF A GENERAL AUTHORITY AND WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT 1. Introduction Shareholders are advised that, in terms of a general authority to issue shares for cash granted to the directors at the annual general meeting held on 28 October 2009, Moneyweb will issue 30.8 million new shares to Caxton and CTP Publishers and Printers Limited and its related parties ("Caxton") at 68 cents each in order to raise R20.9 million ("the cash issue"). The issue price represents a premium of 30.5% to the weighted average traded price of 52.10 cents per Moneyweb share over the 30 days ended 2 August 2010 (i.e. the day prior to the date on which the subscription agreement was concluded). The cash issue represents 40.6% of the current issued share capital. 2. Financial effects of the cash issue The unaudited pro forma financial effects of the cash issue, for which the directors are responsible, are provided for illustrative purposes only to show the effect thereof on earnings and headline earnings per share as if the cash issue had taken effect on 1 April 2009 and on net asset value and net tangible asset value per share as if the cash issue had taken effect on 31 March 2010. 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 reviewed financial results for the year ended 31 March 2010 and are presented in a manner consistent with the format and accounting policies adopted by Moneyweb and have been adjusted as described in the notes below: Reviewed Pro forma Before After the %
Notes the cash cash change issue issue Basic earnings per share 2 2.15 1.53 (28.8) (cents) Headline earnings per share 2 2.16 1.53 (29.2) (cents) Net asset value per share (cents) 3 19.8 33.7 70.2 Tangible net asset value per share (cents) 3 16.2 30.3 87.0 Weighted average number of shares in issue (`000) 4 75 777 106 575 Shares in issue at end of period (`000) 5 76 972 107 772 Notes: 1 The "Before the cash issue" column information has been extracted from Moneyweb`s reviewed results for the year ended 31 March 2010. 2. The effects relating to earnings are based on the following assumptions and information: - the cash issue was effective 1 April 2009; - the R20.9 million was received in terms of the 30.8 million shares issued; - no adjustments have been made to reflect any benefit (income or interest earned / saved) to be derived from the proceeds of the share issue, in terms of the "Guide on Pro Forma Financial Information" issued by the South African Institute of Chartered Accountants dated September 2005. Management is nevertheless of
the opinion that the proceeds of the shares will be used in a manner which will be to the benefit of shareholders; and - the expenses relating to the cash issue are insignificant but will be accounted for in the income statement.
3. The effects relating to the balance sheet are based on the following assumptions and information: - the cash issue was effective 31 March 2010; - the actual number of shares in issue will increase by 30.8 million as a result of the cash issue; - the share premium account will increase by R20 913 200 as a result of the cash issue. 4. The weighted average number of shares in issue is based on 106 574 605 ordinary shares (75 774 604 ordinary shares before this issue) net of the 1 197 196 treasury shares. 5. The actual number of shares is based on the 107 771 800 ordinary shares in issue (76 971 800 before this issue) at period end. WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT Having regard to the information set out above, the cautionary announcement is hereby withdrawn. Sandton 4 August 2010 Designated Adviser Vunani Corporate Finance Date: 04/08/2010 17:04:01 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.
