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TMT - Trematon Capital Investments - Financial effects for the disposal by Trematon of its 20.8% equity interest in Ingenuity Property Investments Limited ,withdrawal of cautionary announcement Trematon Capital Investments Limited (Incorporated in the Republic of South Africa) Registration number 1997/008691/06 Share code: TMT ISIN: ZAE000013991 ("Trematon" or "the Company") -FINANCIAL EFFECTS FOR THE DISPOSAL BY TREMATON OF ITS 20.8% EQUITY INTEREST IN INGENUITY PROPERTY INVESTMENTS LIMITED -WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. Introduction and terms Shareholders are referred to an announcement released on SENS on 31 December 2009 and published in the press on 4 January 2010 wherein it was announced that Trematon, through its wholly-owned subsidiaries Tremgrowth (Proprietary) Limited and Tremtrade (Proprietary) Limited, had entered into sale of shares agreements dated 30 December 2009 in terms of which Trematon will dispose of 137 million ordinary shares in Ingenuity Property Investments Limited ("Ingenuity"), constituting 20.8% of the issued ordinary share capital of Ingenuity, for a consideration of R68,5 million to Jacana Assets Limited and Mr L I Frenkel("the disposal"). 2. Financial effects The unaudited pro forma financial effects of the disposal which are based on the published audited group results of Trematon for the year ended 31 August 2009 are set out below. The unaudited pro forma financial effects have been prepared for illustrative purposes only to provide information on how the disposal may have impacted on the results, financial position and the changes in equity of Trematon. Preparation of the unaudited pro forma financial effects is the responsibility of the directors. Because of their nature, the unaudited pro forma financial effects may not fairly present Trematon`s results, financial position and the changes in equity after the disposal:
Before the Adjustments - After disposal Total disposal DisposalCents adjustmentsCen percentage
ts change% Loss per share (1.3) (3.5) (4.8) 269.2 (cents per share) Headline 4.5 (0.7) 5.2 (0.2) earnings (cents per share) Net asset 81 (8) 73 (9.9) value and net tangible asset value (cents per share) Weighted 174 872 545 - 174 872 545 - average number of shares in issue Number of 174 872 545 - 174 872 545 - shares in issue Notes and assumptions: 1. The "before" financial information is based on Trematon`s published audited results for the year ended 31 August 2009. 2. The "after" pro forma earnings and headline earnings are based on Trematon`s published audited results for the year ended 31 August 2009 after taking into account the pro forma adjustments set out below. 3. The unaudited pro forma earnings figures illustrate the possible financial effects for the year ended 31 August 2009 if the disposal had been implemented on 1 September 2008 for income statement purposes and 31 August 2009 for balance sheet purposes. 4. The adjustments to the pro forma income statement assume that 137 million shares in Ingenuity were disposed of at 1 September 2008, resulted in an overall accounting loss of R3.5 million on the disposal and that a tax charge was raised as the transaction returned a taxable capital profit of R19.8 million. 5. The income statement effects resulting from the transaction can be summarised as follows: a. Revenue has been adjusted to include a loss of R4 million arising on the sale of Ingenuity shares held for capital appreciation (investment in associate) and a profit of R500 000 incurred on the sale of Ingenuity shares held for trading (current investment). Interest on the cash received amounting to R6.7 million has also been included in revenue. b. Trading losses has been adjusted for a net loss of R3.5 million as described above, the reversal of the fair value loss of R1.06 million arising on the held for trading shares in Ingenuity and estimated transaction costs of R0.5 million. c. Interest income has been adjusted to include interest earned on the cash received on the sale. The interest has been calculated using the call rate the company earns on its current funds. d. Profit on change in shareholding in associate and subsidiary has been adjusted for the reversal of R0.6 million in Ingenuity e. Profit from equity accounted earnings has been adjusted to include a reversal of equity accounted earnings in Ingenuity amounting to R6.19 million f. The adjustments to income tax are in respect of Capital gains tax of R2 777 974 arising on the sale of the shares in Ingenuity which were held for capital appreciation and the reversal of the recorded deferred tax asset on the fair value decrease on the Ingenuity shares held for trading amounting to R0.4 million. No taxable profit was recorded on the sale of the shares in Ingenuity that was held for trading. 6.The balance sheet effects resulting from the transaction can be summarised as follows: a. Non-current investments has been adjusted for the reversal of the equity accounting earnings amounting to R6.1 million, the decrease of R602 419 on the profit on change in shareholding in Ingenuity and a further decrease of on the opening equity accounted investment in Ingenuity amounting to R59 518 165 b. Deferred tax has been adjusted for the previously recorded deferred tax asset of R436 800 on the fair value decrease on the Ingenuity shares held for trading c. Current investments have been adjusted for the disposal of the Ingenuity shares that were held for trading at fair value
d. Cash and cash equivalents have been adjusted to account for the proceeds of R68.5 million received on the sale of Ingenuity shares e. Accumulated losses will increase by R12.9 million which is the net accounting loss for the year effect in the income statement resulting from the transaction f. Current tax liabilities has been adjusted to include capital gains tax of R2.7 million in respect of the sale of shares in Ingenuity held for capital appreciation g. The increase in trade and trade payables results from estimated transaction costs of R0.5 million 3. Withdrawal of cautionary announcement and further documentation Having regard to the information disclosed above, shareholders are advised that they no longer need to exercise caution when dealing in the company`s securities. A circular with information on the disposal and convening a general meeting of shareholders will be posted to shareholders on or about 19 February 2010. Cape Town 12 February 2010 Sponsor: Sasfin Capital (A division of Sasfin Bank Limited) Date: 12/02/2010 16:41:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
