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HWN - HAHL - Disposal By HAHL of its 42% shareholding in Pump Brands (Proprietary) Limited ("Pumps") Howden Africa Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1996/002982/06) Share code: HWN & ISIN: ZAE000010583 ("HAHL") DISPOSAL BY HAHL OF ITS 42% SHAREHOLDING IN PUMP BRANDS (PROPRIETARY) LIMITED ("Pumps") 1. Introduction and rationale 1.1 HAHL Shareholders are advised that, in terms of an agreement dated 21 February 2007 between HAHL, Franklin Electric Company Inc ("Franklin Electric") and Pumps, HAHL is to dispose of its entire 42% shareholding in Pumps to Franklin ("the Disposal") with effect from 31 December 2006, subject to the terms and conditions indicated in paragraph 2 below. 1.2 Pumps is a business involved in the design, manufacture, marketing and selling of pumps and related products in South Africa and other African markets, and is regarded as non core in relation to the HAHL business. Accordingly HAHL has agreed to disinvest from this business. 2.Terms and conditions pertaining to the Disposal The Disposal is subject to certain terms and conditions, typical in transactions of such nature, including the requirement to obtain approval from the South African Competition Authority. The consideration payable to HAHL, in cash on completion, will be equal to 42% of the net asset value of Pumps, as at 31 December 2006 (subject to certain minor adjustments), which is expected to be in the region of ZAR 33 million. The cash proceeds arising from the Disposal will be retained by HAHL. 3. Pro forma financial effects The unaudited pro forma financial effects of the Disposal set out below, are the responsibility of the directors of HAHL. These unaudited pro forma financial effects have been presented for illustrative purposes only and because of its nature may not give a fair reflection of HAHL`s financial position nor of the effect on future earnings post the implementation of the Disposal. Before After Percentage the Disposal1 the Disposal change HAHL`s earnings per share (SA cents)2 (2.02) (0.81) 59.9 HAHL`s headline earnings per share (SA cents)2 (1.94) (0.73) 62.4 HAHL`s net asset value per share (SA cents)3 12.66 12.66 - HAHL`s net tangible asset value per share (SA cents)3 (44.72) (44.72) - HAHL`s weighted average shares (`000) 65 729 65 729 HAHL`s number of shares (`000) 65 729 65 729 Notes: 1. The published summarised unaudited interim results of HAHL for the six months ended 30 June 2006. 2. For purposes of calculating earnings per share and headline earnings per share it has been assumed that the disposal was effective 1 January 2006. Interest was earned on the consideration received of ZAR 33 million from the Disposal at an average after-tax rate of 7.48% per annum. No profit or loss on the disposal has been taken into account as the investment in the associate is being disposed of at its net asset value. 3. The Disposal will have no impact on net asset value per share and net tangible asset value per share as the investment in Pumps is being disposed of at its net asset value. 4. Categorisation of the Disposal The Disposal is classified as a Category 3 transaction in terms of the Listings Requirements of JSE Limited. 21 February 2007 Advisors and sponsors to HAHL PricewaterhouseCoopers Corporate Finance (Pty) Ltd Registration number 1970/003711/07 Transaction advisors and attorneys to HAHL Webber Wentzel Bowens Transaction advisors and attorneys for Franklin Electric edward nathan sonnenbergs Date: 21/02/2007 17:31:23 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.
