POYNTING HOLDINGS LIMITED - Acquisition of African Union Communications Proprietary Limited and withdrawal of cautionary announcement

Acquisition of African Union Communications Proprietary Limited and withdrawal of cautionary announcement

POYNTING HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: POY ISIN: ZAE000121299
(“Poynting”)


ACQUISITION OF AFRICAN UNION COMMUNICATIONS PROPRIETARY LIMITED AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT


Shareholders are referred to the announcements and definitions contained therein released on SENS on
10 July 2013, 4 October 2013 and 4 November 2013, and are hereby provided with an update thereto.

1     PRO FORMA FINANCIAL EFFECTS

      The table below sets out the pro forma financial effects of the Acquisition on Poynting’s basic earnings
      per share, headline earnings per share, net asset value per share and tangible net asset value per
      share.
      The pro forma financial effects have been prepared to illustrate the impact of the Acquisition on the
      reported financial information of Poynting for the year ended 30 June 2013, had the Acquisition occurred
      on 1 July 2012 for statement of comprehensive income purposes and on 30 June 2013 for statement of
      financial position purposes.
      The pro forma financial effects have been prepared using accounting policies that comply with IFRS and
      that are consistent with those applied in the audited results of Poynting for the 12 months ended 30 June
      2013.
      The 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 the             After the         %
                                                                           1                    2
                                                               Acquisition          Acquisition      Change
          Basic earnings per share (cents)                             10.48               23.13          121
          Headline earnings per share (cents)                          10.48               23.13          121
          Net asset value per share (cents)                            54.83               55.74            2
          Tangible net asset value per share (cents)                   39.95                2.84          (93)
          Weighted average number of shares in issue              93 921 053         110 421 053
          Total number of shares in issue                         93 921 053         110 421 053

    Notes:
    1. The “Before the Acquisition” basic earnings and headline earnings per Poynting Share have been
       extracted without adjustment from the provisional consolidated financial results for the year ended
       30 June 2013. The “Before the Acquisition” net asset value and net tangible asset value per Poynting
       Share has been calculated from the financial information presented in the provisional consolidated
       financial results of Poynting for the year ended 30 June 2013. The “After the Acquisition” column
       reflects the pro forma effects of the Acquisition on Poynting.
    2. The financial information included in the "After the Acquisition" column has been prepared based on
       financial results of Aucom for the year ended 30 June 2013, taking into account the following:
      -      Revenue of R4 000 000 in respect of Poynting and cost of sales of R4 000 000 in respect of Aucom,
             for the year ended 30 June 2013, were eliminated in the pro forma adjustments which arose due to a
             licence service agreement entered into by the respective parties.
      -      Transaction costs of R2 321 406 were included in the pro forma operating expenses.
      -   The Share Consideration has been allocated as follows:
          -   Equity attributable to owners of the parent on the Statement of Financial Position has been
              adjusted by the Upfront Shares Amount, thus increasing the number of Poynting shares in issue
              by 16 500 000; and
          -   Non-Current Liabilities on the Statement of Financial Position have been adjusted by an amount
              equal to 75% of the 66 million Poynting shares, to be held in trust, until the release thereof to the
              Vendors and/or repurchase thereof by Poynting.
    3. There are no post reporting date events which require adjustment of the pro forma financial effects.
    4. All adjustments, with the exception of transaction costs directly attributable to the Acquisition are
       expected to have a continuing effect on the financial results of Poynting


2     CIRCULAR TO SHAREHOLDERS

      The circular containing full details of the proposed Acquisition, Revised Listing Particulars of Poynting,
      waiver of Mandatory Offer, and, a notice to convene a general meeting of Poynting shareholders in order
      to consider and if deemed fit, to pass with or without modification, the resolutions necessary to approve
      and implement, inter alia, the Acquisition, will be sent to Poynting shareholders on or about 24 January
      2014.


3     WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

      Shareholders are referred to the Acquisition of African Union Communications Proprietary Limited and
      cautionary announcement dated 10 July 2013 and the subsequent renewal of cautionary announcement
      dated 4 October 2013, are hereby advised that further to the details and pro forma financial effects
      contained in this announcement, caution is no longer required to be exercised by shareholders when
      dealing in Poynting securities.


Johannesburg
4 December 2013

Corporate and Designated Adviser
Merchantec Capital

Auditors and reporting accountants
KPMG Inc.

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