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HWN - Howden Africa - Purchase By Howden Africa (Proprietary) Limited

Release Date: 06/07/2007 14:56
Code(s): HWN
Wrap Text

HWN - Howden Africa - Purchase By Howden Africa (Proprietary) Limited (HAPL), A Wholly-Owned Subsidiary Of Hahl, Of The Remaining 50.01% Shareholding Of Bateman Howden South Africa (Proprietary) Limited ("BHSA") Howden Africa Holdings Limited (Incorporated in the Republic of South Africa Registration number 1996/002982/06) Share code: HWN & ISIN: ZAE000010583 ("HAHL") PURCHASE BY HOWDEN AFRICA (PROPRIETARY) LIMITED (HAPL), A WHOLLY-OWNED SUBSIDIARY OF HAHL, OF THE REMAINING 50.01% SHAREHOLDING OF BATEMAN HOWDEN SOUTH AFRICA (PROPRIETARY) LIMITED ("BHSA") 1. Introduction Shareholders are advised that pursuant to an agreement reached on 6 July 2007 between HAPL and Bateman Projects Limited ("Bateman"), HAPL has acquired from Bateman the remaining 50.01% shareholding of BHSA that it does not own ("the Acquisition") with effect from 30 June 2007, for a cash consideration of R 26 320 000. The Acquisition is subject to the terms and conditions indicated in paragraph 2 below. BHSA is a business involved in designing, selling, servicing and maintaining gas cleaning systems used in the coal fired Power Station Industry in South Africa and other African markets. 2. Terms and conditions pertaining to the Acquisition The Acquisition is subject to terms and conditions typical in transactions of this nature. The cash funds required for the Acquisition will be funded from internal resources from normal operations. 3. Pro forma financial effects
The unaudited pro forma financial effects of the Acquisition 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 their nature may not give a fair reflection of HAHL`s financial position nor of the effect on future earnings post the implementation of the Acquisition. Before1 Pro forma Percentage After2 Change
Earnings per share (cents)3 25.17 26.85 6.7 Headline earnings per share 25.25 26.93 6.7 (cents)3 Net asset value per share 39.81 39.81 - (cents)4 Net tangible asset value per (16.44) (43.02) (161.68) share (cents)4 Weighted average shares (`000) 65 729 65 729 Number of Shares (`000) 65 729 65 729 Notes: 1. Based on the audited annual financial statements of HAHL for the year ended 31 December 2006. 2. Represents the pro forma financial effects of HAHL after the Acquisition. 3. Pro forma earnings per share and headline earnings per share effects have been calculated on the following assumptions: - the Acquisition was effective 1 January 2006; and - interest has been assumed on the consideration paid of ZAR26,3 million at an average rate of 11.12% per annum.
4. Pro forma net asset value per share and net tangible asset value per share effects have been calculated on the assumption that the Acquisition was effective 1 January 2006. In terms of the company`s accounting policies, the Acquisition is treated as a transaction with parties external to the group, whereby the difference between the consideration and the carrying value of the interest acquired from the minorities is reflected as goodwill. 4. Categorisation of the Acquisition The Acquisition is classified as a Category 3 transaction in terms of the Listing Requirements of the JSE Limited.
Sponsor to HAHL: PricewaterhouseCoopers Corporate Finance (Pty) Ltd Transaction advisors and attorneys to HAHL: Webber Wentzel Bowens Transaction advisors and attorneys for Bateman Marieta Pretorius Attorney George Klopper Attorney 6 July 2007 Date: 06/07/2007 14:56:35 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.

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