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RBX - Raubex Group Limited - General issue of shares for cash
Raubex Group Limited
(Previously Lexpub 49 Investments Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2006/023666/06)
Share Code: RBX ISIN: ZAE000093183
("Raubex" or "the Company")
GENERAL ISSUE OF SHARES FOR CASH
1 Introduction
At the annual general meeting of the Company held on
21 September 2007, the requisite majority of Raubex shareholders
approved an ordinary resolution authorising the directors to
issue shares for cash in accordance with paragraph 5.52 of
the Listings Requirements of the JSE Limited ("JSE")
("general authority"). In accordance with the general
authority the Company has successfully placed 10 396 829
ordinary shares ("the Placed Shares"), equating to 6.41% of
the Company`s issued share capital with institutional investors
raising R405.5 million.
The Placed Shares were issued at a price of R39.00 per share,
being a 9.73% discount to the 30 day volume weighted average
price on Friday, 1 February 2008. These shares will be listed on the
JSE, on or about Tuesday, 12 February 2008 and rank pari-passu
with the existing ordinary shares of the Company.
The proceeds from the Placed Shares will be utilised to
fund a number of acquisitions which Raubex has recently
announced, being:
* Space Construction (Proprietary) Limited;
* Queenstown and Aliwal quarries;
* B&E International Holdings (Proprietary) Limited; and
* Thaba Bosiu Construction (Proprietary) Limited and Zamori
Construction (Proprietary) Limited,
(collectively, "the Acquisitions").
The effects of the Acquisitions and the Placed Shares on the
earnings, headline earnings, net asset value ("NAV") and tangible
net asset value ("TNAV") of Raubex are illustrated in the table
set out in paragraph 2 below.
2 Financial effects
The unaudited pro forma financial effects set out in the table
below have been prepared based on the assumption that the cash raised
in terms of the Company`s general authority has been used solely to
fund the Acquisitions and is intended to assist Raubex shareholders
to assess the impact on the earnings per share, headline earnings per
share, the net asset value and the tangible net asset value per Raubex
share for the six month period ending 31 August 2007. The pro forma
financial effects, as set out in the `After the Acquisitions` column,
have been prepared for illustrative purposes only and because of their
nature, they may not fairly present Raubex`s financial position for the
six month period ending 31 August 2007.
It has been assumed for the purposes of the pro forma financial effects,
that the Acquisitions took place with effect from 1 March 2007 for Income
Statement purposes and on 31 August 2007 for Balance Sheet purposes. The
Directors of Raubex are responsible for the preparation of the financial
effects which have not been reviewed by the auditors.
Before the After the Change (%)
Acquisitions Acquisitions
(cents)1,3 (cents)2,4,5
Basic earnings per 79.80 97.40 22.06%
share
Headline earnings per 80.10 97.30 21.47%
share
Net asset value per 362.20 727.10 100.75%
share
Net tangible asset 262.70 374.40 42.52%
value per share
Number of shares in 162,130 182,624 12.64%
issue (`000)
Weighted issued number 162,130 182,624 12.64%
of shares (`000)
Notes:
1 The earnings and headline earnings per share, as set out in the `Before
the Acquisitions` column, are based on the latest unaudited
interim financial information for the six month period
ending 31 August 2007, as published by Raubex on 6 November 2007
("the Interim Financial Information").
2 The earnings and headline earnings per share, as set out in the
`After the Acquisitions` column, is based on the Interim
Financial Information and the unaudited management accounts
of the Acquisitions, for their respective latest six month
periods. The calculations are based on the assumptions that:
2.1 10 396 829 new Raubex shares issued in terms of the general
issue of shares for cash and an additional 10 096 928 new Raubex
shares issued to the vendors of the Acquisitions (collectively issued
at an average Raubex share price of R36.14) were in issue from
1 March 2007; and
2.2 The total profit after taxation for the relevant six month
periods of the Acquisitions equated to R48.4 million.
3 The NAV and TNAV per share, as set out in the `Before the
Acquisitions` column, is based on the Interim Financial Information.
4 The `After the issue` column is based on the assumption that
any cash raised in terms of the Company`s general authority
has been utilised solely to fund the Acquisitions and has been
adjusted to include the effect on earnings, NAV and TNAV as a result of the
Acquisitions.
5 The NAV and TNAV per share, as set out in the `After the
Acquisitions` column, is based on Interim Financial Information
and the unaudited management accounts of the Acquisitions,
for their respective latest six month periods. The calculations
are based on the assumptions that:
5.1 10 396 829 new Raubex shares issued in terms of the general
issue of shares for cash and an additional 10 096 928 new Raubex
shares issued to the vendors of the Acquisitions (collectively issued
at an average Raubex share price of R36.14) were in issue on 31 August
2007; and
5.2 The TNAV of the Acquisitions equated to R213.9 million.
Centurion
7 February 2008
Investment bank Sponsor
(Investec Corporate Finance (Investec Bank Limited
Date: 07/02/2008 09:00:04 Supplied by www.sharenet.co.za
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