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PSV - PSV Holdings Limited - Financial effects of the disposal of Group Line

Release Date: 14/07/2011 14:20
Code(s): PSV
Wrap Text

PSV - PSV Holdings Limited - Financial effects of the disposal of Group Line Projects (Proprietary) Limited and further cautionary announcement PSV HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1998/004365/06) JSE code: PSV ISIN: ZAE000078705 ("PSV" or "the company") FINANCIAL EFFECTS OF THE DISPOSAL OF GROUP LINE PROJECTS (PROPRIETARY) LIMITED AND FURTHER CAUTIONARY ANNOUNCEMENT INTRODUCTION Shareholders are referred to the announcement, dated 10 June 2011, regarding the disposal by PSV in terms of the Sale and Purchase of Shares Agreement with Group Line Projects (Proprietary) Limited ("Group Line") a wholly owned subsidiary of PSV, and Wonderstone Limited ("Wonderstone")a wholly owned subsidiary of Assore Limited ("Assore") in terms of which PSV will dispose of the entire issued share capital of Group Line and assign all its rights, title and interest in and to the Intellectual Property owned by PSV in respect of Group Line, to Wonderstone, for R35 million ("the transaction"). UNAUDITED FINANCIAL EFFECTS OF THE TRANSACTION The unaudited pro forma financial effects of the transaction, for which the directors are responsible, are provided for illustrative purposes only to show the effect of the transaction on loss/profit per share ("L/PPS"), fully diluted loss/profit per share ("FDL/PPS"), headline loss/profit per share ("HL/PPS") and fully diluted headline loss/profit per share ("FDHL/PPS")as if the transaction had taken effect on 1 March 2010 and on net asset value per share ("NAVPS") and net tangible asset value per share ("NTAVPS") as if the transaction had taken effect on 28 February 2011. 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 unaudited consolidated financial results for the year ended 28 February 2011 and are presented in a manner consistent with the format and accounting policies adopted by PSV and have been adjusted as described in the notes below: % Before After change
L/PPS (cents) (3.36) 5.15 253.27 HL/PPS (cents) (3.17) (3.37) (6.31) FDL/PPS (3.30) 5.06 253.33 FDHL/PPS (3.11) (3.31) (6.43) NAVPS (cents) 0.58 0.64 10.34 NTAVPS (cents) 0.35 0.43 22.86 Shares in issue at period end 247 210 247 210 (`000) Fully diluted weighted average number of shares in issue (`000) 251 740 251 740 Notes: 1. The "Before" column has been extracted from the reviewed results of PSV for the year ended 28 February 2011. 2. L/PPS and HL/PPS as reflected in the "After" column are based on the following assumptions and information: - the transaction was effective 1 March 2010; - the trading results of Group Line for the year ended 28 February 2011 were reversed; - the cash proceeds of the disposal of Group Line of R35 million were received and utilised to settle short and long term debt, which debt would have attracted interest at prime plus 1% per annum pre-tax, resulting in a reduced finance cost; - transaction costs of R0.244 million paid on 1 March 2010; - a profit on the sale of Group Line of R25,1 million was recognised, which profit is excluded when calculating HL/PPS; and - the interest saving and the reversal of the trading results of Group Line referred to above will have a continuing effect on PSV. All other adjustments are once-off adjustments. 3. NAVPS and NTAVPS as reflected in the "After" column are based on the following assumptions and information: - the transaction was effective 28 February 2011; and - the disposal proceeds were received and transaction costs paid on 28 February 2011 in the manner described in note 2 above. FURTHER CAUTIONARY ANNOUNCEMENT Until such time that shareholders are advised that the conditions precedent is fulfilled shareholders are advised to continue exercising caution when dealing in the company`s securities. Johannesburg 14 July 2011 Corporate Adviser and Designated Adviser Vunani Corporate Finance Date: 14/07/2011 14:20:01 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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