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SKY - Sea Kay Holdings Limited - Financial effects of the sale of shareholding

Release Date: 28/06/2011 16:21
Code(s): SKY
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SKY - Sea Kay Holdings Limited - Financial effects of the sale of shareholding in Business Venture Investments, updates on the Silver Falcon, Sedibeng and equipment disposals and renewal of cautionary announcement SEA KAY HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/004967/06) JSE code: SKY ISIN: ZAE000102380 ("Sea Kay" or "the company" or "the group") FINANCIAL EFFECTS OF THE SALE OF SEA KAY`S SHAREHOLDING IN BUSINESS VENTURE INVESTMENTS NO 2000 (PTY) LIMITED, UPDATE ON THE SALE OF SILVER FALCON TRADING 487 (PTY) LIMITED, SERISO 474 (PTY) LIMITED AND CERTAIN EQUIPMENT AND RENEWAL OF THE CAUTIONARY ANNOUNCEMENT INTRODUCTION Shareholders are referred to the announcement, dated 5 May 2011, which dealt with the finalisation of the agreements relating to: * the sale of the entire issued share capital of Silver Falcon Trading 487 (Pty) Limited; * the sale of the entire issued share capital of Seriso 474 (Pty) Limited, trading as Sedibeng Bricks; * the sale of certain equipment owned by Sea Kay Engineering Services (Pty) Limited (collectively "the transactions"); and * the sale by Sea Kay Property Development (Pty) Limited, a wholly owned subsidiary of Sea Kay, of its 50% stake in Business Venture Investments No 2000 (Pty) Limited ("BVI 2000") ("the BVI 2000 transaction"). CONDITIONS PRECEDENT RELATING TO THE TRANSACTIONS The condition precedent pertaining to the date by which all regulatory approvals were to be obtained is no longer capable of being met and Sea Kay is seeking an extension of this condition precedent from 30 June 2011, as originally agreed, to a later date as well as an extension of the date by which Sea Kay must obtain irrevocable commitments to vote in favour of the transactions from shareholders representing more than 50% of the shares held by the independent shareholders of Sea Kay (as the irrevocable commitments initially obtained in terms of the agreements have effectively expired). FINANCIAL EFFECTS OF THE BVI 2000 TRANSACTION The unaudited pro forma financial effects of the BVI 2000 transaction, for which the directors are responsible, are provided for illustrative purposes only to show the effect of the BVI 2000 transaction on loss per share ("LPS") and headline loss per share ("HLPS") as if the BVI 2000 transaction had occurred on 1 July 2010 and on net asset value per share ("NAVPS") and net tangible asset value per share ("NTAVPS") as if the BVI 2000 transaction had occurred on 31 December 2010. Because of their nature, the unaudited pro forma financial effects may not give a fair presentation of the group`s financial position and performance. The unaudited pro forma financial effects have been compiled from the reviewed financial results for the six months ended 31 December 2010 and are presented in a manner consistent with the format and accounting policies adopted by Sea Kay and have been adjusted as described in the notes below: After the
Before BVI 2000 % (Note 1) transaction change LPS (cents) (Note 2) (1.99) (0.97) (51.3) HLPS (cents) (Note 2) (1.79) (1.86) 3.9 NAVPS and NTAVPS (cents) (Note 3) 11.00 12.02 9.3 Number of shares in issue and weighted average number of shares (`000) 488 864 488 864 - Notes: 1 The "Before" column has been extracted from the reviewed results of Sea Kay for the six months ended 31 December 2010. 2 The LPS and HLPS effects, as reflected in the "Adjustments relating to the BVI 2000 transaction" column, are based on the following assumptions and information: - BVI 2000 was dormant during the six months ended 31 December 2010; - the proceeds of the disposal of R3.5 million were utilised in the working capital cycle; - a profit of R5.3 million was recognised on the sale of BVI 2000, which profit is excluded when calculating HLPS; - transaction costs of R0.35 million were paid on 1 July 2010; and - all adjustments are regarded as non-continuing. 3 NAVPS and NTAVPS effects, as reflected in the "After the BVI 2000 transaction" are based on the assumption that the disposal proceeds were utilised in the working capital cycle, the profit on sale was recognised and transaction costs were paid on 31 December 2010 as described above. 4 The pro forma financial information was prepared in accordance with the policies adopted in presenting the unadjusted financial information of Sea Kay at 31 December 2010 or for the six-month period then ended. RENEWAL OF THE CAUTIONARY ANNOUNCEMENT Shareholders are advised to continue exercising caution when dealing in the company`s securities until a further announcement regarding the transactions is made. Johannesburg 28 June 2011 Sponsor Vunani Corporate Finance Date: 28/06/2011 16:21:01 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.

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