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SBL - Sable Holdings Limited - Financial effects and withdrawal of cautionary
announcement
SABLE HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER: 1968/010636/06)
("SABLE" OR "THE COMPANY" OR "THE GROUP")
SHARE CODE: SBL ISIN: ZAE000006383
FINANCIAL EFFECTS PERTAINING TO THE DISPOSAL OF SHARES IN A PROPERTY INVESTMENT
COMPANY AND THE DISPOSAL OF VARIOUS OTHER INVESTMENT PROPERTY AND, WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1. Introduction and terms
Shareholders are referred to an announcement released on SENS on 7 April 2010
and published in the press on 8 April 2010 wherein it was announced that Sable
had entered into the following transactions:
1.1 Sable, through its 50% associate and joint venture, Thistledown Properties 6
(Pty) Ltd, has entered into a sale of letting enterprise agreement dated 12
August 2009 in terms of which Thistledown Properties 6 (Pty) Ltd will dispose of
Stand 2112 Ferndale, for a consideration of R88,75 million to Stand 278 Strijdom
Park (Pty) Ltd ("the first disposal").
1.2 Furthermore, Sable has entered into a sale of shares and cession of claims
agreement dated 30 September 2009 in terms of which Sable will dispose of 50% of
its shareholding in Howec Metals (1964) (Pty) Ltd ("Howec") and a cession of its
claims therein for a consideration of R10,00 million to Liquid Mist Trade and
Invest 112 (Pty) Ltd ("the second disposal").
1.3 Additionally, Sable, through its wholly-owned subsidiary Sable Place
Properties 103 (Pty) Ltd, has entered into a sale of letting enterprise
agreement dated 2 October 2009 in terms of which Sable will dispose of various
investment property situated in Kya Sands, Johannesburg, for a total
consideration of R28,35 million to Sable Place Properties 121 (Pty) Ltd ("third
disposal").
2. Categorisation of the disposals
The JSE Limited has ruled that the first disposal is not a categorisable
transaction in terms of the JSE Limited Listings Requirements and no further
disclosure requirements are required.
The second disposal and the third disposal are categorised as Category 2
transactions in terms of the JSE Limited Listings Requirements.
3. Financial effects
The unaudited pro-forma financial effects of the transactions, based on the
published unaudited group results of Sable for the half-year ended 31 December
2009 are set out below. The unaudited pro-forma financial effects have been
prepared for illustrative purposes only to provide information on how the
transactions may have impacted on the results and financial position of Sable.
Preparation of the unaudited pro-forma financial effects is the responsibility
of the directors. Due to their nature, the pro-forma financial effects may not
fairly present Sable`s financial position after the transactions or the effect
on future earnings:
-1 -2 -3
Interim Adjustments Adjustments of
financial before the second
information second disposal
disposal
Earnings/(loss) per 16.6 -4.8 22.2
share (cents per share)
Headline (loss)/ -6.8 -6.7 0.7
earnings (cents per
share)
Net asset value and net 4 061 (6)4 040 (7) 22
tangible asset value
(cents per share)
Weighted average number 9 175 424 9 175 424 9 175 424
of shares in issue net
of treasury shares
Number of shares in 9 967 400 9 967 400 9 967 400
issue
-4 -5
Adjustments After Change%
of third disposals
disposal
Earnings/(loss) per -39.2 -21.8 553%
share (cents per share)
Headline (loss)/ -15.2 -21.2 415%
earnings (cents per
share)
Net asset value and net (8)(26) (9)40 36 0%
tangible asset value
(cents per share)
Weighted average number 9 175 424 9 175 424 0%
of shares in issue net
of treasury shares
Number of shares in 9 967 400 9 967 400 0%
issue
Notes:
1. The "Interim financial information" earnings and headline earnings per share
have been extracted without adjustment from the unaudited, published interim
financial information of Sable. The "Interim financial information" net asset
value and net tangible asset value per share have been calculated from the
financial information presented in the unaudited, published interim financial
information of Sable.
2. The "Adjustments before the second disposal" earnings and headline earnings
per share have been adjusted to exclude the profit and the equity accounted
income on the second disposal that arose subsequent to 30 September 2009, being
the effective date of the second disposal, and to include the income and
expenditure relating to Howec for the period 1 October 2009 to 31 December 2009.
These adjustments result in the "Adjustments before the second disposal"
financial information reflecting the financial position of Sable as if the
second disposal had not taken place during the six-months ended 31 December
2009.
3. The earnings and headline earnings per share included in the "Adjustments of
second disposal" column have been adjusted for the following:
a. to exclude the income and expenditure relating to the subsidiary for the six-
month period;
b. to include the equity accounted income relating to the associate and joint
venture for the six-month period (the disposal of 50% of Sable`s shareholding in
Howec resulted in Howec becoming a 50% associate and joint venture of the group
and no longer a subsidiary);
c. to include the transaction costs relating to the second disposal amounting to
R25,000;
d. to include the profit on the sale of shares of the second disposal amounting
to R2,300,000; and
e. to include the interest saving due to the application of the proceeds of the
second disposal against debt at an average after-taxation interest rate of
7,74%.
4. The earnings and headline earnings per share included in the "Adjustments of
third disposal" column have been adjusted for the following:
a. to exclude the income and expenditure relating to the subsidiary for the six-
month period;
b. to include the transaction costs relating to the third disposal amounting to
R70,000;
c. to include the loss on the third disposal amounting to R2,566,000;
d. to include the capital gains taxation on the third disposal; and
e. no interest saving benefit has been included in respect of the third disposal
as the proceeds will be used to fund working capital.
5. The earnings and headline earnings per share included in the "After
disposals" column have been adjusted for points 1, 2, 3 and 4 above.
6. The "Adjustments before the second disposal" net asset value and net tangible
asset value per share have been adjusted to exclude the profit on the second
disposal and the investment in associate and joint ventures as at 31 December
2009 and to include the assets and liabilities relating to Howec as at 31
December 2009. These adjustments result in the "Adjustments before the second
disposal" financial information reflecting the financial position of Sable as if
the second disposal had not taken place during the six-months ended 31 December
2009.
7. The net asset value and net tangible asset value per share included in the
"Adjustments of second disposal" column have been adjusted for the following:
a. to exclude the assets and liabilities relating to the second disposal;
b. to include the investment in associate and joint ventures as at 31 December
2009;
c. to include the cash consideration received amounting to R10,000,000;
d. to include the transaction costs relating to the second disposal of R25,000;
e. to include the profit on the second disposal amounting to R2,300,000; and
f. to include the capital gains taxation arising on the second disposal of
R322,000.
8. The net asset value and net tangible asset value per share included in the
"Adjustments of third disposal" column have been adjusted for the following:
a. to exclude the assets and liabilities relating to the third disposal;
b. to include the cash consideration received amounting to R17,640,000 net of
debt;
c. to include the transaction costs relating to the third disposal of R70,000;
d. to include the loss on sale of the property on the third disposal amounting
to R2,566,000; and
e. to include the capital gains taxation arising on the third disposal amounting
to R4,012,000.
9. The net asset value and net tangible asset value per share included in the
"After disposals" column have been adjusted for points 6, 7 and 8 above.
4. Specific information relating to the property valuation
Details regarding the properties are set out below:
Property Location Sector GLA Single or Weighted
mSquared Multi- average rental
tenanted (including
parking) per
mSquared
(Rand)
Hobart Bryanston, Retail 4,163 Multi- R 87.67
Grove Sandton tenanted
Shopping
Centre#
East Kya Sands Industrial 2,853 Single- R 29.78
Sands* tenanted
Elsecar* Kya Sands Industrial 1,252 Multi- R 32.94
tenanted
Electron* Kya Sands Industrial 1,183 Multi- R 29.84
tenanted
Prairie* Kya Sands Industrial 2,325 Multi- R 38.17
tenanted
West Kya Sands Industrial 1,363 Multi- R 24.64
Sands* tenanted
Vacancy by Annualised Disposal Price
rentable property selling
area yield %
mSquared
434 8.80 R 10,000,000
0 10.75 R 7,635,000
176 10.50 R 4,590,000
322 10.50 R 4,248,000
0 10.75 R 7,810,000
340 10.75 R 4,067,000
Note:
1. As at 15 April 2010, the value of the property listed above (#), the second
disposal being the sale of shares of Howec for a consideration of R10,000,000
with a property value of R46,07 million and the value of property of the third
disposal(*) of R 28,35 million, was arrived at by the independent external
property valuer, Hans Engelbrecht of Currie Property Expertise, which is
registered as Professional Associates Valuers in terms of the Property Valuers
Profession Act no. 47 of 2000.
5. Withdrawal of cautionary announcement
Having regard to the information disclosed above, shareholders are advised that
they no longer need to exercise caution when dealing in the company`s
securities.
Sandton
4 June 2010
Sponsor: Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 04/06/2010 15:34:01 Supplied by www.sharenet.co.za
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