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STA - Stratcorp Limited - Disposal by Stratcorp of its interest in Stratcol Limited STRATCORP LIMITED (Incorporated in the Republic of South Africa) (Registration number 2000/031842/06) JSE code: STA ISIN: ZAE 000034294 ("StratCorp" or "the Company") DISPOSAL BY STRATCORP OF ITS INTEREST IN STRATCOL LIMITED 1. INTRODUCTION Shareholders are advised that the Company disposed of its interest in StratCol Limited ("StratCol"), an associated company in which StratCorp held a 31.11% interest, to the Heymans Diskresionere Familie Trust ("Purchaser") for cash ("Disposal"). 2. BACKGROUND INFORMATION StratCol was established in 2003 to provide debit order collection support to clients, enabling the latter to manage their cash flows and debtor collections more efficiently. StratCorp invested R250 000 in StratCol at the time it was established. StratCorp and the Purchaser had an agreement in terms of which the Purchaser had a five year option to acquire StratCorp`s 31.11% interest in StratCol for a consideration of the higher of R 5 500 000, or a multiple of 3 times the earnings after tax at the date of exercise. The Purchaser advised StratCorp that it wishes to exercise its option to acquire the StratCol shares from StratCorp on 16 September 2011. 3. RATIONALE FOR THE TRANSACTION The Purchaser exercised its option to acquire the StratCol shares from StratCorp. 4. PURCHASE CONSIDERATION The total purchase consideration payable by the Purchaser is R5 500 000, to be settled as follows: * R2 294 936 was paid on 30 September 2011; * R2 003 165 to be paid by 28 February 2012; and * R1 201 899 to be paid by 31 May 2012. 5. EFFECTIVE DATE The effective date of the Disposal is 28 September 2011. 6. CONDITIONS PRECEDENT The Disposal is not subject to any conditions precedent. 7. FINANCIAL EFFECTS The unaudited pro forma financial effects, for which the directors are responsible, are provided for illustrative purposes only to show the effect of the Disposal on earnings and headline earnings per share as if the Disposal had taken effect on 28 February 2011 and on net asset value and net tangible asset value per share as if the Disposal 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 audited financial statements for the year ended 28 February 2011 and are presented in a manner consistent with the format and accounting policies adopted by the Company and have been adjusted as described in the notes below: Movement
Audited Unaudited cents (%) Before the After the Disposal Disposal Notes
Earnings per (0.94) 1.07 2.01 213.83 share (cents) Headline (0.94) (0.94) - - earnings per share (cents) Net asset value 19.98 21.99 2.01 10.06 per share (cents) Net tangible 17.18 19.19 2.01 11.71 asset value per share (cents) Weighted average 158 312 158 312 number of shares in issue (000`s) Shares in issue 158 312 158 312 at year end (000`s) Notes: 1 The "Audited Before the Disposal" column reflects the audited results of Stratcorp for the year ended 28 February 2011. 2 The pro forma financial effects in the "Unaudited After the Disposal" column are based on the following assumptions: - For the calculation of the effect of the Disposal on earnings and headline earnings per share it was assumed that the purchase
consideration of R5 500 000 was received on 1 March 2010. The Disposal realised a capital profit of R3 187 453 after tax, taking into account the carrying value of the investment in StratCol of R1 793 659 on 28 February 2011.
- No other costs were incurred to give effect to the Disposal. - For the calculation of the effect of the Disposal on the net asset value and net tangible asset value per share it was assumed that the Disposal occurred on 28 February 2011, and a capital
profit of R3 187 453 after tax has been recognised on the Disposal. 3 The issued number of shares is shown net of treasury shares and shares held by the Share Incentive Scheme of the Company. 8. CLASSIFICATION OF THE TRANSACTION The Disposal is classified as a Category 2 transaction in terms of the Listing Requirements of the JSE Limited. Centurion 10 October 2011 Designated Adviser Vunani Corporate Finance Date: 10/10/2011 15:32:01 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.
