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SEP - Sephaku Holdings - Updated pro forma financial information showing the
effects of the issue of shares for cash by Sephaku and a cautionary announcement
Sephaku Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2005/003306/06)
Share code: SEP
ISIN: ZAE000138459
("Sephaku Holdings" or "the company")
Updated pro forma financial information showing the effects of the issue of
shares for cash by Sephaku Cement (Pty) Limited, an 80.22%-held subsidiary of
Sephaku Holdings, ("Sephaku Cement") to Dangote Industries Limited
("Dangote")("the Dangote issue"), the Sephaku Cement Project debt financing and
the restructuring of the Sephaku Holdings group, a timetable relating to such
restructuring and a cautionary announcement
1. Introduction
Shareholders are referred to the announcement dated 25 August 2010 relating to:
- the issue of 21 117 318 ordinary shares in Sephaku Cement ("Sephaku Cement
shares") to Dangote at an issue price of R3.58 per share in order to settle
a loan of R75.6 million (US$10 million) advanced by Dangote to Sephaku
Cement in late June 2010 and the issue of 196 480 447 Sephaku Cement shares
to Dangote at an issue price of R3.58 per share for the subscription of
shares in an amount of R703.4 million - which issues jointly comprise the
Dangote issue;
- the provision by Dangote of the necessary guarantees required for Sephaku
Cement to secure the senior debt financing required for the Cement Project
in an amount of R1.845 billion plus a standby facility of R265 million to
fund any cost overruns ("the Cement Project debt financing");
- the disposal of all of the shares in and claims against those subsidiaries
of the Sephaku Holdings group which hold mineral rights, other than those
rights which relate to cement and fluorspar, to a wholly owned subsidiary
of the company, Incubex Minerals Limited ("Incubex") ("the restructuring");
and
- the distribution to Sephaku Holdings shareholders, as a dividend in specie,
of all of the issued shares in Incubex in the ratio of one Incubex share
for every ten Sephaku Holdings shares held ("the distribution").
2. Pro forma financial effects
The unaudited pro forma financial effects of the Dangote issue, the Cement
Project debt financing, the restructuring and the distribution are presented
below and have been updated from the effects shown in the announcement dated 25
August 2010 in order to reflect the correct deemed profit on the dilution of
Sephaku Holdings` interest in Sephaku Cement as a result of the Dangote issue.
Such pro forma financial effects are the responsibility of the board and are
presented for illustrative purposes only to provide information on how such
transactions may have impacted on the reported financial information of Sephaku
Holdings if they had been implemented in the twelve months ended 28 February
2010. Because of their nature, the pro forma financial effects may not give a
fair indication of the Sephaku Holdings group`s financial position at 28
February 2010 or its future earnings.
Actual Pro %age Pro Pro %age
Before forma change forma %age forma change
the After (vii) After change After (vii)
transa- the the (vii) the
ctions Dangote Cement distri-
(i) issue Project bution
(ii) debt (iv)
fina-
ncing
(iii)
(Loss) / (28.30) 107.36 n/a 84.08 n/a 88.67 n/a
earnings per
ordinary
share for
the twelve
months ended
28 February
2010 (cents)
(v)
Headline (43,09) (25.75) 40.2 (49.04) (13.8) (49.95) (15.9)
(loss) per
ordinary
share for
the twelve
months ended
28 February
2010 (cents)
(v)
Diluted (27.56) 104.51 n/a 81.85 n/a 86.32 n/a
(loss) /
earnings per
ordinary
share for
the twelve
months ended
28 February
2010 (cents)
(v) (viii)
Diluted (41.95) (25.07) 40.2 (47.74) (13.8) (48.63) (15.9)
headline
(loss) per
ordinary
share for
the twelve
months ended
28 February
2010(cents)
(v) (viii)
Net asset 233.48 339.70 45.5 339.70 45.5 328.67 40.8
value per
ordinary
share at 28
February
2010 (cents)
(vi)
Net tangible 186.71 315.85 69.2 315.85 69.2 308.38 65.2
asset value
per ordinary
share at 28
February
2010 (cents)
(vi)
Weighted 155,209 155,209 - 155,209, - 155,209, -
average ,963 ,963 963 963
number of
ordinary
shares in
issue for
the period
Diluted 159,431 159,431 - 159,431, - 159,431, -
weighted ,838 ,838 838 838
average
number of
ordinary
shares in
issue for
the period
(viii)
Number of 155,805 155,805 - 155,805, - 155,805, -
ordinary ,362 ,362 362 362
shares in
issue at the
end of the
period
Notes:
i. The figures in this column are extracted from the published audited interim
financial results of the Sephaku Holdings group for the twelve months ended
28 February 2010.
ii. The figures in this column are based on the figures set out in the previous
column, having adjusted for the effects of the Dangote issue including the
effect of the reversal of the consolidation of Sephaku Cement as an 80.22%
subsidiary of Sephaku Holdings and the impact of recognising Sephaku Cement
as a 36%-held associate of Sephaku Holdings.
iii. The figures in this column are based on the figures in column 2 ("After the
Dangote issue"), having adjusted for the effects of the Cement Project debt
financing.
iv. The figures in this column are based on the figures in column 4 ("After the
Cement Project debt financing"), having adjusted for the effects of the
restructuring and the distribution.
v. For purposes of the pro forma (loss)/earnings and headline (loss)/earnings
per Sephaku Holdings ordinary share it was assumed that:
- the proceeds from the Dangote issue were received and the scheduled debt
draw downs relating to the Cement Project debt financing commenced on 1
March 2009 and the restructuring and the distribution were implemented with
effect from 1 March 2009. (The pro forma adjustment for the net profit
recognised on the disposal of a subsidiary as a result of the Dangote
issue, amounting to R165,496,955, was calculated using the net asset value
of Sephaku Cement at 28 February 2010, not 1 March 2009, as this more
accurately reflects the actual profit that will be recognised in respect of
the transaction when it is implemented);
- the costs of the Dangote issue amounted to R10.05 million and were written
off the share premium account of Sephaku Cement;
- the proceeds from the Dangote issue were invested in the Cement Project
immediately;
- no debt repayments relating to the Cement Project debt financing were made;
- pre-tax interest payments and amortised transaction costs in respect of the
Cement Project debt financing amounted to R100,370,168 of which R36,133,260
was attributable to Sephaku Holdings as an equity accounted loss, based on
an interest rate of approximately 10%, calculated on a nominal annual
compounded quarterly basis, and all such payments and costs were expensed
in Sephaku Cement. Pre-tax interest payments were not adjusted for tax as
Sephaku Cement is not currently in a tax paying position.
Vi. For purposes of net asset value and net tangible asset value per Sephaku
Holdings ordinary share, it was assumed that the proceeds from the Dangote
issue were received on and the restructuring and the distribution were
implemented with effect from 28 February 2010.
vii. The figures in these columns reflect the overall percentage change between
the figures set out in the preceding column and the figures set out in
column one ("Actual Before the transactions").
Viii The figures in these rows reflect the effects of the issue of Sephaku
Holdings shares in respect of all outstanding share options on earnings and
headline earnings per Sephaku Holdings ordinary share and on the weighted
average number of Sephaku Holdings ordinary shares in issue for the period.
3. Timetable for the distribution
The expected timetable for the distribution is set out below:
Date of the general meeting at which Friday 15 October 2010
shareholder resolutions relating to,
inter alia, the Dangote issue and the
distribution will be proposed
Finalisation date (finalisation data Friday 15 October 2010
for the distribution released on SENS)
Last day to trade (last day to trade Friday 22 October 2010
in order to participate in the
distribution)
Ex date (Sephaku Holdings shares Monday 25 October 2010
commence trade ex the distribution)
Record date (share holdings of Sephaku Friday 29 October 2010
Holdings shareholders ascertained for
purposes of the distribution)
Pay date (share certificates in Tuesday 2 November
Incubex issued to all Sephaku Holdings
shareholders who are entitled to
participate in the distribution)
In order to comply with the requirements of Strate, between Monday 25 October
2010 and Friday 29 October 2010, both days inclusive, no Sephaku Holdings shares
may be dematerialised or rematerialised.
4. Documentation
A circular to shareholders containing further information relating to the
matters reflected above will be posted to shareholders today.
5.Cautionary announcement
Shareholders are advised that there are new developments relating to the
company, the full impact of which are currently being determined and which may
have a material effect on the price of the company`s securities. Accordingly,
shareholders are advised to exercise caution when dealing in the company`s
securities until a full announcement is made.
Pretoria
30 September 2010
Sponsor and corporate advisor to Sephaku Holdings
QuestCo
Corporate advisor to Sephaku Cement
Sasfin Capital
(A division of Sasfin Bank Limited)
Legal advisors to Sephaku Holdings
Cliffe Dekker Hofmeyr
Date: 30/09/2010 17:40:01 Supplied by www.sharenet.co.za
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