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SSK - Stefanutti Stocks Holdings Limited - Disposal of a 10% interest in a
major subsidiary of Stefanutti Stocks Holdings Limited
Stefanutti Stocks Holdings Limited
(Registration number 1996/003767/06)
Share code: SSK ISIN: ZAE000123766
(the "Company" or the "Group")
DISPOSAL OF A 10% INTEREST IN A MAJOR SUBSIDIARY OF STEFANUTTI STOCKS
HOLDINGS LIMITED (the "Transaction")
1. INTRODUCTION
Shareholders are advised that the Company`s wholly owned subsidiary,
Stefanutti Stocks (Proprietary) Limited ("Stefanutti Stocks"), will
implement a perpetual employee participation plan known as the
Stefanutti Stocks Employee Participation Plan 2012 ("SSEPP"), by
issuing 10% of its ordinary issued share capital to a Special Purpose
Vehicle (the "SPV"), with effect from 20 February 2012.
2. RATIONALE
The SSEPP is intended to enhance the ability of Stefanutti Stocks to
attract, retain and reward employees, allowing them to participate in
the economic benefits generated by the scheme. This will provide
employees with an incentive to promote and align the economic interest
of Stefanutti Stocks with theirs whilst simultaneously allowing
Stefanutti Stocks to enhance its broad-based black economic empowerment
("BEE") credentials. Stefanutti Stocks houses the South African
operations of the Group.
3. SALIENT FEATURES OF THE SSEPP
The salient features of the SSEPP are as follows:
* Stefanutti Stocks issues 12 210 511 ordinary shares, equivalent to
an additional 10% of its ordinary share capital, to the SPV at a
price equal to the aggregate par value thereof, being R122,11 (the
"Shares").
* The Shares are non-transferable, other than to Stefanutti Stocks
(or to any other company in the Group nominated by Stefanutti
Stocks) in the event of the termination of the SSEPP.
* The SPV is wholly owned by the Stefanutti Stocks Employee
Participation Trust (the "Trust").
* The beneficiaries of the Trust are the employees ("participating
employees") of Stefanutti Stocks. A minimum of 60% of the voting
rights and economic participation interests of the Trust will be
for the benefit of participating Black employees.
* Senior management of both Stefanutti Stocks and the Group will not
be eligible to participate in the SSEPP.
* The Trust, via its holding in the SPV, will earn income from
dividends when declared by Stefanutti Stocks.
* The Trust will make distributions to beneficiaries pro-rata to
their respective participation interests.
4. UNWINDING PROVISIONS
In the event of the termination of the SSEPP, Stefanutti Stocks (or any
other company in the Group nominated by Stefanutti Stocks) will
repurchase all the Shares from the SPV at a price equal to the
subscription price of R122,11.
5. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The unaudited pro forma financial effects of the Transaction, as set
out below, are based on the reviewed condensed consolidated interim
results of the Company for the 6 months ended 31 August 2011. The
unaudited pro forma financial effects are presented for illustrative
purposes only, to provide information on how the Transaction may have
impacted on the results and financial position of the Company. Due to
the nature of the unaudited pro forma financial effects, they may not
give a fair representation of the financial position of the Company and
the results of its operations after the Transaction. The Company`s
directors are responsible for the preparation of the unaudited pro
forma financial effects.
The unaudited pro forma financial effects of the Transaction are set
out below:
Before After Percenta
the the ge
Transacti Transac change
on (1) tion
Earnings per share (cents) (2) 72,67 69,34 (4,6)
Diluted earnings per share 66,44 63,43 (4,5)
(cents) (2)
Headline earnings per share 71,41 68,09 (4,7)
(cents) (2)
Diluted headline earnings per 65,30 62,28 (4,6)
share (cents) (2)
Net asset value per share (cents) 1 125,44 1 129,4 0,4
(3)
Net tangible asset value (cents) 472,56 472,31 (0,1)
(3)
Notes:
1. Extracted from the reviewed condensed consolidated interim results
of the Company for the 6 months ended 31 August 2011.
2. Earnings, diluted earnings, headline earnings and diluted headline
earnings per share in the "After the Transaction" column have been
based on the following assumptions:
a. The Transaction was implemented on 1 March 2011;
b. The weighted average number of the Company`s shares in issue
is 171 969 136 before and after the Transaction; and
c. Interest foregone on the cash utilised by Stefanutti Stocks
to fund the Transaction at a pre-tax rate of 5,5% per annum,
was taken into account.
3. Net asset value and net tangible asset value per share in the
"After the Transaction" column have been based on the following
assumption:
a. The total number of net shares in issue of 172 808 188 before
and after the Transaction.
4. The pro forma financial effects have not been reviewed by the
Company`s auditors.
Johannesburg
21 February 2012
Sponsor: Bridge Capital Advisors (Proprietary) Limited
Attorneys to Stefanutti Stocks: Webber Wentzel
Date: 21/02/2012 15:00:01 Supplied by www.sharenet.co.za
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