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ADW - Afdawn - Disposal of Dumont Healthcare (Pty) Limited by Afdawn to Gambassi Tiles (Pty) Limited. AFRICAN DAWN CAPITAL LIMITED (Incorporated in the Republic of South Africa) (Registration number 1998/020520/06) JSE code: ADW ISIN: ZAE000060703 ("Afdawn" or "the company" or "the Group") DISPOSAL OF DUMONT HEALTHCARE (PTY) LIMITED BY AFDAWN TO GAMBASSI TILES (PTY) LIMITED. 1.Introduction Shareholders are advised that Afdawn has entered into a sale agreement with Gambassi Tiles (Pty) Limited ("Gambassi")("the purchaser") to dispose of the entire issued share capital of Dumont Healthcare (Pty) Limited ("Dumont"), a wholly owned subsidiary of Afdawn and the cession of the loans against Afdawn for a cash consideration of R1 900 000 ("the disposal"). One of the shareholder of Gambassi is Corne van den Berg, the Managing Director of Dumont, a related party within the Group. 1.2 The effective date The effective date of the disposal is 29 February 2012. 1.3 Consideration of the disposal The cash consideration of the disposal is R1 900 000, to be settled by 29 February 2012 as follows: - R100 in terms the shares; and - The balance of R1 899 900 in terms of Afdawn`s loan The cash proceeds after the settlement of the disposal will be utilised to fund existing operations and to grow Elite Medical Finance. 2. Rationale for the disposal The disposal is part of the Afdawn strategy to rationalise and consolidate cost within the Group. Dumont is operating on a small active customer base in Pretoria with a high cost to income ratio resulting in losses. Strategically the current operating model requires a radical revamp enabling a low cost infrastructure with the flexibility to significantly scale operations. In addition the new business model will contribute to the value chain in providing funding to the Elite target market. Corne van den Berg believes the current operating model is sustainable and was willing to purchase Dumont. 3. Conditions precedent The disposal is subject to the transfer of shares into the name of Gambassi and the resignation of the directors previously appointed by Afdawn to Dumont Board. In the event of non-payment, Dumont will remain a wholly owned subsidiary of Afdawn. 4. Warranties The shares and the cession of the seller`s loans are sold "as is" and no warranties are to be provided by Afdawn to the purchaser. 5. Pro forma financial effects of the disposal The unaudited pro forma financial effects of the disposal are set out below. The unaudited pro forma financial effects have been prepared for illustrative purposes only to provide information on how the disposal may have impacted on the results and financial position of Afdawn. Preparation of the unaudited pro forma financial effects is the responsibility of the directors. Because of their nature, the unaudited pro forma financial effects may not fairly present Afdawn`s financial position after the disposal or the effects on future earnings: Interims as at 31 August 2011
Before 1 Percentage After change % Earnings per share 1.71 1.86 +9% (cents)2 Headline earnings 1.80 1.87 +4% per share (cents)2 Net asset value (cents per 13.41 13.36 -0.3% share)3 Net tangible asset value 13.41 13.36 -0.3% (cents per share)3 Number of shares in issue 22 926 22 926 - (`000) Weighted average number of 22 926 22 926 - share in issue (`000) Notes and assumptions: 1. It has been assumed for purposes of the unaudited pro forma adjustments on Earnings per Share and Headline earnings per share that the disposal took place with effect from 1 March 2011 and at 28 February 2011 for unaudited pro forma adjustment on Net asset value and Net tangible asset value. 2. The adjustment on Earnings per share relates to reversal of Dumont loss (1 March 2011 - 31 August 2011) and calculated profit on sale as at 1 March 2011. 3. The adjustment on Net asset value relates to the calculated loss on sale as at 31 August 2011. 6. Small related party transaction As Dumont is a wholly owned subsidiary of Afdawn, Dumont and Gambassi are therefore related parties in terms of the JSE Limited ("the JSE") Listings Requirements as Corne van den Berg is a director of Dumont as well as a director and shareholder of Gambassi. This disposal is therefore classified as a small related party transaction in relation to Afdawn. The JSE Listings Requirements require written confirmation from an Independent professional expert that the disposal is fair to Afdawn shareholders. Bridge Capital Advisors (Pty) Limited has confirmed that the disposal is fair to Afdawn shareholders and their fairness opinion is available for inspection at Afdawn`s registered offices. 29 February 2012 Johannesburg Designated Advisor Sasfin Capital (a division of Sasfin Bank Limited) Date: 29/02/2012 17:30:01 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.
