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PBT - PBT Group Limited - Financial effects and the withdrawal of cautionary announcement PBT Group Limited (Formerly Wooltru Limited) Incorporated in the Republic of South Africa Registration number: 1936/008278/06 Share Code: PBT ISIN: ZAE000149712 ("PBT" or "the Company") FINANCIAL EFFECTS ON PBT FOR THE 6 MONTHS ENDED 28 FEBRUARY 2011 REGARDING THE ACQUISITION BY PBT OF THE ENTIRE ISSUED SHARE CAPITAL OF PRESCIENT HOLDINGS (PROPRIETARY) LIMITED AND PRESCIENT CAPITAL (PROPRIETARY) LIMITED INCLUDING STADIA FUND MANAGEMENT LIMITED AND 75% OF GREENFIELD INSTITUTE OF BUSINESS (PROPRIETARY) LIMITED ("PRESCIENT") AND THE WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT INTRODUCTION Shareholders are referred to the SENS announcement on 3 October 2011 where it was announced that PBT has entered into a heads of agreement to acquire Prescient ("the agreement"). PBT will acquire Prescient for a total purchase consideration of R1 590 689 068 to be settled through an issue of additional PBT shares at R1.35 each to the respective Prescient shareholders ("the transaction"). As the financial effects were not disclosed in the announcement on 3 October 2011, they are set out below. FINANCIAL EFFECTS OF THE TRANSACTION ON PBT FOR THE 6 MONTHS ENDED 28 FEBRUARY 2011 The unaudited pro forma financial effects of PBT before and after the acquisition are based on the unaudited interim results of PBT for the 6 months ended 28 February 2011. The financial information utilised for Prescient was extracted from the unaudited management statements of financial position of the Prescient Group as at 31 March 2011 and the statement of financial position for the 6 months ended 31 March 2011, PBT`s directors are satisfied with the quality of the management accounts utilised in preparing these financial effects. The financial effects are presented for illustrative purposes only, to provide information on how the acquisition may have impacted on the results and the financial position of PBT. The unaudited pro forma effects are the responsibility of PBT`s directors. Due to the nature of the unaudited pro forma financial effects, they may not fairly present PBT`s financial position and the results of its operations after the acquisition. It has been assumed for the purpose of the financial effects that the acquisition took place with effect from 1 September 2010. The financial effects do not purport to be indicative of what the financial results would have been, had the acquisition been implemented on a different date. The unaudited pro forma financial information has been presented in a manner consistent in all respects with International Financial Reporting Standards and PBT`s accounting policies applied consistently throughout the period. The reverse listing of PBT Group Limited into the Wooltru Limited cash shell and the subsequent change in the year-end and the capital structure have a significant effect on the earnings per share and headline earnings per share figures and requires careful analysis when considering the financial effects of this transaction. Before the After the % transaction transaction Change Basic earnings per share 10.0 4.6 (54.2) (EPS) (cents) Diluted earnings per share 10.0 4.6 (54.2) (DEPS) (cents) Headline earnings per share 10.0 4.6 (54.2) (HEPS) (cents) Diluted headline earnings 10.0 4.6 (54.2) per share (DHEPS) (cents) Net asset value per share 29.3 31.2 6.4 (NAV) (cents) Tangible net asset value 8.9 7.9 (11.1) (TNAV) (cents) Shares in issue (million) 230.4 1 408.7 Weighted average number of 129.1 1 307.4 shares in issue (million) Diluted weighted average 129.1 1 307.4 number of shares in issue (million) Notes: 1. The EPS, DEPS, HEPS and DHEPS in the "Before" column of the table are based on the unaudited statement of comprehensive income of PBT for the period ended 28 February 2011; and 129 146 750 shares in issue (being the weighted number of ordinary shares in issue for the period ended 28 February 2011). 2. The EPS, DEPS, HEPS and DHEPS in the "After" column of the table are based on 1 307 434 948 shares in issue and the assumptions that: * the acquisition became effective on 1 September 2010 and the purchase consideration was settled on that date;
* Transaction costs relating to the transaction are estimated to be R1.2 million; * the purchase consideration was settled through the issue of 1 178 288 199 PBT shares, issued to the vendors at an issue price of R1.35 per PBT share. 3. The NAV per share and TNAV per share in the "Before" column of the table are based on the unaudited statement of financial position of PBT at 28 February 2011 and 230 364 821 shares in issue. 4. The NAV per share and TNAV per share in the "After" column of the table are based on the assumptions that the acquisition was completed on 28 February 2011 and the purchase consideration was settled through the issue of 1 178 288 199 PBT shares, issued to the vendors at an issue price of R1.35 per PBT share., with the total shares in issue on 28 February 2011 being 1 408 653 019. 5. The pro forma financial effects have not been reviewed by PBT`s auditors. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Following the disclosure of the financial effects of the acquisition, shareholders are no longer required to exercise caution when dealing in their PBT shares and accordingly, the cautionary announcement released by PBT on 3 October 2011 is hereby withdrawn. Cape Town 8 November 2011 Sponsor and Independent Expert: Bridge Capital Advisors (Pty) Limited Attorneys to PBT: Cliffe Dekker Hofmeyr Inc. Date: 08/11/2011 16:37:01 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.
