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SPG - Super Group - The Autozone transaction, notice of general meeting and
withdrawal of cautionary
SUPER GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1943/016107/06
Share code: SPG
ISIN: ZAE000011334
("Super Group" or "the Company")
THE AUTOZONE TRANSACTION, NOTICE OF GENERAL MEETING AND WITHDRAWAL OF CAUTIONARY
1. Introduction
In an announcement released on SENS on Wednesday, 7 April 2010 shareholders
were advised that, for reasons of commercial feasibility, the agreement
between Super Group and a consortium of investors led by RMB Corvest ("the
Purchaser"), in terms of which the Purchaser will acquire the entire issued
ordinary share capital of Partcorp Holdings Limited ("AutoZone"), a 95%
held subsidiary of Super Group ("the AutoZone Transaction"), had been
mutually cancelled by Super Group and the Purchaser, and superseded by the
conclusion of a new agreement.
2. Unaudited pro forma financial effects
The table below sets out the pro forma financial effects of the AutoZone
Transaction on the published financial results for the six months ended 31
December 2009 which have subsequently been reviewed. The unaudited pro
forma financial information, which is the responsibility of the directors
of Super Group, has been prepared for illustrative purposes only and,
because of their nature, may not fairly present Super Group`s financial
position, changes in equity and results of operations or cash flows.
The unaudited pro forma financial information is intended to provide
information about how the AutoZone Transaction might have affected the
Statement of Comprehensive Income and Statement of Financial Position of
Super Group for the six months ended 31 December 2009 had the AutoZone
Transaction been effected on 1 July 2009 for the purposes of earnings per
share and headline earnings per share and on 31 December 2009 for the
purposes of the NAV per share and TNAV per share and does not purport to be
indicative of what financial results would have been had the AutoZone
Transaction been implemented on a different date.
The implementation of the AutoZone Transaction will result in a loss on
disposal of R129 million for Super Group. A fair value provision of R129
million was recognised for the year ended 30 June 2009. Subsequent to the
AutoZone Transaction Super Group`s Trading gearing is expected to be less
than zero percent.
Before (1) After (2)
(cents) (cents) Change
Basic earnings per share 2.4 3.3 37.5%
Basic earnings per share (continuing 6.7 8.2 22.4%
operations)
Diluted earnings per share 2.4 3.3 37.5%
Diluted earnings per share (continuing 6.7 8.2 22.4%
operations)
Headline earnings per share 1.6 2.5 56.3%
Headline earnings per share (continuing 6.5 8.0 23.1%
operations)
Diluted headline earnings per share 1.6 2.5 56.3%
Diluted headline earnings per share 6.5 8.0 23.1%
(continuing operations)
NAV per share (cents) 68.7 68.7 -
TNAV per share (cents) 23.3 23.3 -
Number of shares in issue (`000) 3,273,097 3,273,097 -
Number of shares in issue (excluding 3,200,530 3,200,530 -
treasury shares) (`000)
Weighted number of shares in issue 1059,141 1,059,141 -
(`000)
Diluted weighted number of shares in 1,062,142 1,062,142 -
issue (`000)
Trade gearing (%) 12.0% - 100.0%
Notes:
1. The "Before" column has been extracted from Super Group`s published
results for the six months ended 31 December 2009 which have
subsequently been reviewed.
2. The "After" column has been adjusted for the AutoZone Transaction
3. Reversal of fair value adjustment relates to the reversal of the fair
value provision raised on discontinuation of AutoZone.
4. The loss on disposal of R129 million has been based on the cash
consideration of R435 million, net of the aggregate of the discounting
effect of the deferred consideration of R8 million, transaction costs
of R4 million, settlement of intercompany loans of R205 million, post-
acquisition reserves (relating to the Investment in AutoZone) of R215
million, the initial cost of the investment of R112 million and the
cost of the additional 5% of Weirfield for R21 million, net of the
payment to Super Group Mauritius of R1 million by Weirfield.
5. Finance income on deferred settlement of proceeds relates to finance
income recognised on the deferred consideration for the six-month
period ended 31 December 2009 at a 9.8% per annum discount rate and
finance cost saving in respect of the debt settlement utilising the
cash proceeds from the transaction at the pre-tax rate of 11%.
6. The adjustment to non-current interest bearing borrowings represents
the cash proceeds of R396 million received on 30 June 2009, being R435
million less the deferred consideration of R35 million and transaction
costs of R4 million. The R396 million will be utilised to settle the
Mettle Debtors` Arrangement of approximately R250 million and the
AutoZone related overdrafts of approximately R26 million and other
interest bearing borrowings.
7. 3 200 530 000 Super Group shares were used to calculate NAV and TNAV.
8. Transaction costs of the AutoZone Transaction amount to R4 048 000.
9. Tax has been calculated based on the statutory tax rate (28%).
3. Posting of circular and notice of general meeting
Shareholders are advised that the circular relating to the AutoZone
Transaction will be posted to shareholders today, being Friday, 28 May
2010.
An electronic version of the circular will be available on Super Group`s
website (www.supergroup.co.za) and hard copies of the circular may be
obtained from Friday, 28 May 2010 to Monday, 14 June 2010 from the
registered offices of the Company or the transfer secretaries whose
addresses and contact details are set out below:
Super Group Computershare Investor Services
27 Impala Road Proprietary) Limited
Chislehurston 70 Marshall Street
Sandton, 2196 Johannesburg, 2000
Attention: Nigel Redford Corporate Actions Department
+27 (0) 11 523 4000 +27 (0) 11 370 5200
The general meeting of Super Group shareholders will be held at 11:00 on
Monday, 14 June 2010 at Super Group, 27 Impala Road, Chislehurston,
Sandton, 2196.
4. Withdrawal of cautionary announcement
The cautionary in respect of the AutoZone Transaction is hereby withdrawn.
Johannesburg
28 May 2010
Financial Advisor and Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Independent professional expert
Java Capital (Proprietary) Limited
Auditors and reporting accountants
KPMG Incorporated
Attorneys for Super Group
Fluxmans Attorneys
Attorneys for the Purchaser
McPherson Kruger Attorneys
Date: 28/05/2010 14:43:07 Supplied by www.sharenet.co.za
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