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CAP - Cape Empowerment Limited - Terms announcement relating to the

Release Date: 25/11/2011 12:20
Code(s): CAP
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CAP - Cape Empowerment Limited - Terms announcement relating to the disposals CAPE EMPOWERMENT LIMITED (Incorporated in the Republic of South Africa) (Registration number 1987/001807/06) JSE Code CAP ISIN ZAE000145066 ("CEL" or "the company") TERMS ANNOUNCEMENT RELATING TO - * the disposal of 8,000,000 listed ordinary shares in Grand Parade Investments Limited ("GPI"); * the proposed disposal of the remaining 10,701,220 listed ordinary shares in GPI ("GPI shares"); and * further cautionary announcement. 1. INTRODUCTION 1.1 Shareholders are referred to the cautionary announcement which was last renewed on 4 November 2011 and are advised that CEL, through its subsidiaries BLRT Investments Ltd and Cape Empowerment Trust Limited ("CET") has disposed of 8,000,000 ordinary shares in GPI ("GPI shares") on market for a cash consideration of R22,400,000 ("first disposal"). 1.2 In line with the group`s repositioned investment focus on the property sector, CEL wishes to dispose of its remaining 10,701,220 GPI shares during the financial year ending on 31 December 2012 ("second disposal"). 1.3 This terms announcement sets out the rationale, terms and effects of the first GPI disposal and the second GPI disposal (collectively "the disposals"). 2. THE DISPOSALS 2.1 Rationale for the disposals 2.1.1 The GPI disposals are in line with the group`s strategy of repositioning its investment focus primarily to the property sector. Given that the relevant GPI shares are listed on the JSE Limited ("JSE") and are freely tradable, the second disposal is expected to be implemented on market through the Strate Limited trading system. If the opportunity arises to dispose of the GPI shares on market, the available timeframe to implement the second disposal once a transaction has been identified is unlikely to be sufficient to obtain shareholder approval for the disposal, which may result in the opportunity being lost. As such, the CEL board ("board") will request shareholders to consider and if deemed fit, approve the disposal on the terms set out in paragraph 2.2.2 below to place CET in a position to implement the disposal upon conclusion of a transaction to this effect. 2.2 Terms of the disposals 2.2.1 The first disposal comprised of 8,000,000 GPI shares, which were sold on market for a cash consideration of R22,400,000. The first disposal was implemented on 31 October 2011. 2.2.2 The remaining 10,701,220 GPI shares, which are held by CET, are also freely tradable GPI shares. The board is seeking shareholder approval to dispose of the remaining GPI shares on the following terms: 2.2.2.1 shareholder approval for the second disposal will be effective until the last day of the financial year ending on 31 December 2012; 2.2.2.2 the second disposal may be implemented wholly or in part, and in one or more transactions; 2.2.2.3 the second disposal will be implemented on market, or in such other manner as may be approved by the CEL board; 2.2.2.4 the price at which the GPI shares will be sold will not vary by more than 10% from the 30 day volume weighted average price at which the GPI shares traded immediately before the date of the relevant disposal; and 2.2.2.5 on such other terms and conditions as may be approved by the board. 2.3 Pro forma financial effects 2.3.1 The unaudited pro forma financial effects of the first disposal are based on the published unaudited interim results of CEL for the 6 months ending 30 June 2011. The preparation of these pro forma financial effects are the responsibility of the directors of the company and it has been prepared for illustrative purposes only to provide information on how the disposal may have impacted on the results and financial position of CEL. Because of the pro forma nature of these financial effects, it may not give a fair reflection of CEL`s results or financial position.
Before Adjustm Pro ents forma after Loss per share (cents) (1.47) (0.28) (1.75) Headline loss per share (cents) (1.51) (0.28) (1.79) NAV and Tangible NAV per share 49.66 (0.39) 49.27 (cents) Weighted number of shares in 520 284 520 284 issue (`000) Number of shares in issue (`000) 520 284 520 284 Notes: 1.) The before column is based on the published unaudited interim results of CEL for the 6 months ending 30 June 2011. 2.) For statement of financial position purposes it is assumed that the disposal took place on 30 June 2011. 3.) For statement of comprehensive income purposes it is assumed that the disposal took place on 1 January 2011. 4.) The adjustments are based on the following assumptions and adjustments: - For statement of financial position purposes the disposal proceeds of R22.4 million was received on 30 June 2011 in cash. - For statement of comprehensive income purposes: * the disposal proceeds of R22.4 million was received on 1 January 2011 in cash;
* the disposal proceeds of R22.4 million was invested in a money market investment with an after tax return of 4,9% 2.3.2 The unaudited pro forma financial effects of the second disposal are based on the published unaudited interim results of CEL for the 6 months ending 30 June 2011. The preparation of these pro forma financial effects are the responsibility of the directors of the company and it has been prepared for illustrative purposes only to provide information on how the disposal may have impacted on the results and financial position of CEL. Because of the pro forma nature of these financial effects, it may not give a fair reflection of CEL`s results or financial position. Before Adjustm Pro
ents forma after Loss per share (cents) (1.47) (0.24) (1.71) Headline loss per share (cents) (1.51) (0.23) (1.74) NAV and Tangible NAV per share 49.66 (0.52) 49.14 (cents) Weighted number of shares in 520 284 520 284 issue (`000) Number of shares in issue (`000) 520 284 520 284 Notes: 1.) The before column is based on the published unaudited interim results of CEL for the 6 months ending 30 June 2011. 2.) For statement of financial position sheet purposes it is assumed that the second disposal took place on 30 June 2011. 3.) For statement of comprehensive income purposes it is assumed that the second disposal took place on 1 January 2011. 4.) The adjustments are based on the following assumptions and adjustments: - For statement of financial position purposes the disposal proceeds of R29.9 million (being 10,701,220 GPI shares disposed off at R2.80 per share) was received on 30 June 2011 in cash. - For statement of comprehensive income purposes: * the disposal proceeds of R29.9 million was received on 1 January 2011 in cash;
* the disposal proceeds of R29.9 million was invested in a money market investment with an after tax return of 4,9% 3. CONDITIONS PRECEDENT 3.1 The first disposal was not subject to any conditions precedent and was implemented on 31 October 2011. 3.2 The second disposal will be subject to the shareholders of CEL passing the necessary resolutions to approve the disposal, as required in terms of the Listings Requirements of the JSE ("Listings Requirements"). The condition precedent to the second disposal is not capable of being waived. 4. CATEGORISATION OF THE TRANSACTIONS 4.1 The first disposal is categorised as a Category 2 transaction in terms of the Listing Requirements. 4.2 In terms of the Listings Requirements, the second disposal is aggregated with the first disposal and, as a result, the second disposal is categorised as a Category 1 transaction and requires the approval of CEL shareholders in general meeting. 5. CIRCULAR AND GENERAL MEETING A circular containing further details of, inter alia, the second disposal, and a notice to convene a general meeting of CEL shareholders to approve the second disposal shall be posted to shareholders in due course. 6. FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the company is still involved in other negotiations which, if successfully concluded, may have a material impact on the price of the company`s securities. Accordingly shareholders are advised to continue to exercise caution when dealing in the company`s securities until a further announcement is made. Cape Town 25 November 2011 Sponsor Sasfin Capital (A division of Sasfin Bank Limited) Legal advisors Cliffe Dekker Hofmeyr Inc. Date: 25/11/2011 12:20:08 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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