PRESCIENT LIMITED - Specific issue of shares to a director of a major subsidiary

Specific issue of shares to a director of a major subsidiary

Prescient Limited
Incorporated in the Republic of South Africa
Registration number: 1936/008278/06
Share Code: PCT ISIN: ZAE000163531
("Prescient" or "the Company")


SPECIFIC ISSUE OF SHARES TO A DIRECTOR OF A MAJOR SUBSIDIARY


Jason Kinnear, a director of PBT Technology Services (Pty) Ltd, a major subsidiary of the Company,
subscribed for 2 700 000 shares in the Company at a price of 94 cents per share, being the 30 day
Volume Weighted Average Price (“VWAP”) on the 8th of September 2014, which was the day the
subscription agreement was signed between Jason Kinnear and the Company (the “Specific Issue”).


In accordance with 5.51(g) of the Listings Requirements, shareholder approval was not required since
the Specific Issue is less than 0.25% of the number of shares in issue and the price at which the
shares were issued was equal to the 30 day VWAP prior to the date on which the issue was agreed in
writing between the issuer and the party subscribing for the securities.


These shares were issued to Jason Kinnear on 22 October 2014.


Pro forma financial effects


The pro forma financial effects set out below have been prepared for purposes of assisting the
Company’s shareholders to assess the impact of the Specific Issue on the earnings per share
(“EPS”), headline earnings per share (“HEPS”), net asset value per share (“NAV”) and tangible net
asset value per share (“TNAV”).


It is assumed for purposes of the pro forma financial effects that the Specific Issue took place with
effect from 1 April 2013 for purpose of the statement of comprehensive income and at 31 March 2014
for purposes of the statement of financial position.


The pro forma financial effects have been prepared for illustrative purposes only and, because of their
nature, may not fairly present the Company’s financial position, results of its operations, changes in
equity or cash flows.


The pro forma financial effects are the responsibility of the Board and have not been reviewed by the
auditors of the Company.
Audited 31 March 2014                       Before          Net impact                  After      % change

EPS                                            4.03                      -               4.03          0.0%
DEPS                                           4.03                      -               4.03          0.0%
HEPS                                           6.53                      -               6.53          0.0%
DHEPS                                          6.53                      -               6.53          0.0%
NAV per share                                 46.61                   0.09              46.71          0.2%
TNAV per share                                19.68                   0.14              19.81          0.7%

Shares in issue (million)             1 598 022 450              2 700 000      1 600 722 450          0.2%

Number of shares in issue
                                      1 571 611 336              2 700 000      1 574 311 336          0.2%
(after treasury shares)
Weighted average number of
                                      1 565 528 451              2 700 000      1 568 228 451          0.2%
shares in issue


Notes:


a. The “Audited 31 March 2014” has been extracted, without adjustment, from the audited financial
statements of Prescient for the financial year ended 31 March 2014


b. The “After” column is based on the assumption that 2 700 000 Prescient ordinary shares will be
issued to Jason Kinnear for a total consideration of R2.54 million.


c. Interest income gained resulting from the Specific Issue amounted to an increase of R0.2m at
interest rates averaging 9.50% per annum for the year ended 31 March 2014


d. Once-off transaction costs of approximately R15 000 have been incurred for the Specific Issue


e. A tax rate of 28% is assumed for the pro forma adjustments.


f. All adjustments above will have a continuing effect except where otherwise stated.


24 October 2014
Sponsor: Bridge Capital Advisors (Pty) Limited

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