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COH - Curro Holdings Limited - Pro forma financial effects of the Curro rights offer and specific issue of shares to Thembeka Capital Limited and withdrawal of cautionary announcement Curro Holdings Limited Incorporated in the Republic of South Africa Registration Number: 1998/025801/06 Share code: COH ISIN: ZAE000156253 ("Curro" or "the Company") PRO FORMA FINANCIAL EFFECTS OF THE CURRO RIGHTS OFFER AND SPECIFIC ISSUE OF SHARES TO THEMBEKA CAPITAL LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are referred to the declaration announcement released by the Company on 28 February 2012 ("the Declaration Announcement"), in terms of which the Company advised that it will proceed with a partially underwritten renounceable rights offer ("the Rights Offer") and a specific issue of shares to Thembeka Capital Limited ("the Specific Issue"). Shareholders are hereby advised that the pro forma financial effects of the Rights Offer and the Specific Issue are as set out below. The pro forma financial effects of the Rights Offer and the Specific Issue are presented for illustrative purposes only and because of their nature may not give a fair reflection of the Company`s financial position nor of the effect on future earnings after the Rights Offer and Specific Issue. The proceeds of the Rights Offer and Specific Issue will be used to repay debt, to fund the acquisitions referred to in note 4 below ("the Acquisitions") and to take advantage of new opportunities that the market presents. Set out below are the unaudited pro forma financial effects of the Rights Offer and the Specific Issue, based on the reviewed group results for the year ended 31 December 2011. The directors of Curro are responsible for the preparation of the unaudited pro forma financial information: Reviewed Unaudited Percentag Unaudited Percentag financial pro forma e change pro forma e change
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Issue (1) Offer the (4,5,6,8) Specific Issue (4,5,6,7,
8) Net asset value 229 327 42.8% 351 7.3% per share (cents) (2) Net tangible 202 256 26.7% 286 11.7% asset value per share (cents) (2) Basic earnings (6.2) 6.6 206.5% 5.9 (10.6%) per share (cents) (3) Diluted earnings (6.2) 6.5 204.8% 5.9 (9.2%) per share (cents) (3) Basic headline (6.3) 6.5 203.2% 5.8 (10.8%) earnings per share (cents) (3) Diluted headline (6.2) 6.5 204.8% 5.8 (10.8%) earnings per share (cents) (3) Number of shares issued (`000) Basic 161 214 219 251 36.0% 240 665 9.8% Diluted 165 500 223 537 35.1% 244 951 9.6%
Weighted average number of shares issued (`000) Basic 118 900 176 937 48.8% 198 351 12.1% Diluted 120 000 178 037 48.4% 199 451 12.0% Notes and assumptions: 1. The "before acquisitions, rights offer and the specific issue" figures are extracted from the reviewed group results for the year ended 31 December 2011. 2. The net asset value per share and net tangible asset value per share figures are calculated based on the actual number of shares in issue at 31 December 2011. 3. The earnings per share and headline earnings per share figures are calculated based on the weighted average number of shares in issue at 31 December 2011. The diluted earnings per share and diluted headline earnings per share are calculated based on the number of share options issued at 31 December 2011. 4 On 1 March 2012, Curro acquired the businesses of Wonderland and Embury College for undisclosed amounts. Curro has also subject to board approval, following the final due diligence and Competition Commission approval, acquired Woodhill College (Pty) Ltd and Woodhill College Property Holdings (Pty) Ltd for an amount of R175 million. 5. The "pro forma adjustments for acquisitions" figures are extracted from the reviewed financial results of Wonderland, Embury College, Woodhill College and Woodhill College Property Holdings for the 12 months ended 31 December 2011, as reviewed by the reporting accountants on the assumption that the acquisitions were on 31 December 2011 for statement of financial position and on 1 January 2011 for purposes of statement of comprehensive income. 6. 58 037 069 rights offer shares are assumed to have been issued at a subscription price of 600 cents per rights offer share in the ratio of 36 rights offer shares for every 100 Curro shares held pursuant to the rights offer thereby raising capital of R348 222 414. 7. 21 414 497 specific issue shares are assumed to have been issued at a price of 600 cents to Thembeka Capital thereby raising capital of R128.5 million. 8. The net proceeds of the rights offer and specific issue after deduction of estimated costs of R1.263 million have been assumed to have been utilised for the payment of the acquisitions and the repayment of the PSG Corporate Services loan account. 9. The "after the rights offer" column is based on the assumption that the rights offer was implemented on 31 December 2011 for statement of financial position purposes, and implemented on 1 January 2011 for statement of comprehensive income purposes SALIENT DATES AND TIMES As advised in the SENS announcement released by the Company on 28 March 2012, the Company is still awaiting registration from the CIPC of the special resolutions passed at the general meeting on 16 March 2012, relating to the conversion of the Company`s share capital from par value into no par value shares and increase of the share capital ("the Special Resolutions"). An announcement regarding the salient dates and times applicable to the Rights Offer and Specific Issue will be made as soon as the Special Resolutions have been registered by CIPC. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are referred to the renewal of cautionary announcement dated 28 March 2012 and are advised that as the pro forma financial effects of the Rights Offer and Specific Issue have now been disclosed, caution is no longer required to be exercised by shareholders when dealing in their securities. Durbanville 2 April 2012 Corporate Adviser PSG Capital Designated adviser Sasfin Capital (a division of Sasfin Bank Limited) Date: 02/04/2012 10:38:01 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.
