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PBT - PBT Group Limited - Financial effects on PBT for the 12 months ended 31 August 2011 regarding the acquisition and 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 12 MONTHS ENDED 31 AUGUST 2011 REGARDING THE ACQUISITION BY PBT OF THE ENTIRE ISSUED ORDINARY 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"), THE SUBSEQUENT ACQUISITON BY PRESCIENT OF AIB ASSET MANAGEMENT HOLDINGS (IRELAND) LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1 INTRODUCTION Shareholders are referred to the SENS announcement dated 3 October 2011 where it was announced that PBT has entered into a conditional 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 ordinary shares at an issue price of R1.35 each to the respective Prescient shareholders ("the transaction"). Further to the announcement dated 3 October 2011, it was announced on 21 November 2011 that Prescient has entered into a conditional agreement with Allied Irish Bank PLC to acquire its asset management subsidiary, AIB Asset Management Holdings (Ireland) Limited ("AIBAM") with its principal subsidiary, being AIB Investment Managers Limited. Prescient has agreed to acquire AIBAM for a maximum purchase consideration equal to 0.18% of assets managed as at 31 December 2011 ("the AIBAM transaction"). As the financial effects were not disclosed in the announcement on 21 November 2011, they are set out below: 2 FINANCIAL EFFECTS OF THE TRANSACTION ON PBT FOR THE 12 MONTHS ENDED 31 AUGUST 2011 The unaudited pro forma financial effects on PBT, before and after the acquisition, are based on the audited results of PBT for the 12 months ended 31 August 2011. The financial information utilised for Prescient was extracted from the unaudited management statements of comprehensive income of the Prescient Group as at 31 March 2011 and the statement of financial position for the 12 months ended 31 March 2011. The financial information utilised for AIBAM was extracted from the unaudited management statements of financial position of the AIBAM Group as at 31 December 2010 and the statement of financial position for the 12 months ended 31 December 2010, being the most recent available corresponding period. 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 calculation of headline earnings per share and earnings per share that the acquisition took place with effect from 1 September 2010, and for the calculation of net asset value ("NAV") and tangible net asset value ("TNAV"), the acquisition took effect from 31 August 2011. 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 ("IFRS") and PBT`s accounting policies have been applied consistently throughout the period. The reverse listing of PBT 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 the transaction. Before the After the Percentage After the Percentage transaction transaction Change AIBAM Change
transaction Basic 11.5 7.4 (35.6) 9.2 (20.1) earnings per share ("EPS") (cents) Diluted 11.5 7.4 (35.6) 9.2 (20.1) earnings per share ("DEPS") (cents) Headline 11.5 7.4 (35.6) 9.2 (20.1) earnings per share ("HEPS") (cents) Diluted 11.5 7.4 (35.6) 9.2 (20.1) headline earnings per share ("DHEPS") (cents) NAV per share 24.5 37.8 54.1 37.8 54.1 (cents) TNAV per 13.0 17.8 36.6 15.8 20.8 share (cents) Shares in 281.8 1 460.1 1 460.1 issue (million) Weighted 197.8 1 376.1 1 376.1 average number of shares in issue (million) Diluted 197.8 1 376.1 1 376.1 weighted average number of shares in issue (million) Notes: 1 The EPS, DEPS, HEPS and DHEPS in the "Before the transaction" column of the table are based on the audited statement of comprehensive income of PBT for the year ended 31 August 2011; and 197 795 721 ordinary shares in issue (being the weighted number of ordinary shares in issue for the period ended 31 August 2011). 2 The EPS, DEPS, HEPS and DHEPS in the "After the transaction" column and in the "After the AIBAM transaction" column of the table are based on 1 376 083 920 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 ordinary share. 3 The NAV per share and TNAV per share in the "Before the transaction" column of the table are based on the audited statement of financial position of PBT as at 31 August 2011 and 281 826 815 ordinary shares in issue. 4 The NAV per share and TNAV per share in the "After the transaction" column and in the "After the AIBAM transaction" column of the table are based on the assumptions that the acquisition was completed on 31 August 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 ordinary shares in issue on 31 August 2011 being 1 460 115 014. 5 For purposes of calculating the purchase consideration for the AIBAM transaction, the Rand/Euro exchange rate as at 31 December 2011 of 10.5132 was applied. 6 The pro forma financial effects have not been reviewed by PBT`s auditors. 3 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 21 November 2011 is hereby withdrawn. 4 REVERSE TAKE-OVER Shareholders are reminded that the acquisition by PBT of the Prescient Group is classified as a reverse take-over in terms of the JSE Listings Requirements, therefore the JSE Limited ("JSE") will evaluate the continued listing of PBT as if the company were a new applicant. Shareholders are accordingly advised as to the uncertainty of whether or not the JSE will allow the listing to continue following the transaction. 5 CIRCULAR TO SHAREHOLDERS A circular relating to the acquisition by PBT of the Prescient Group incorporating revised listing particulars and a notice of general meeting and form of proxy will be posted to shareholders in due course. Cape Town 10 January 2012 Sponsor and Independent Expert: Bridge Capital Advisors (Pty) Limited Attorneys to PBT: Cliffe Dekker Hofmeyr Inc Date: 10/01/2012 15:49:01 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.
