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MVS - Mvelaserve - Disposal of a Subsidiary Mvelaserve Limited Incorporated in the Republic of South Africa) Registration number: 1999/003610/06) ISIN: ZAE000151353 Share Code: MVS ("Mvelaserve") DISPOSAL OF A SUBSIDIARY 1. Introduction Shareholders are hereby advised that Mvelaserve Management Services (Pty) Limited ("MMS"), a wholly owned subsidiary of Mvelaserve, and Mvelaserve has agreed to dispose of their interest in Contract Forwarding (Pty) Ltd ("Contract Forwarding") to its current Chief Executive Officer, Christopher Waterson (the"Purchaser")for an amount of R2 (the "Disposal"). Contract Forwarding is required to repay R 25 million of its shareholder loan prior to the implementation of the disposal, which amount will be borrowed from a third party funder. In addition R10 million of the shareholder claim will not be sold, and any cash advances made by MMS to Contract Forwarding between the effective date and the implementation date will be repaid. 2. Rationale for the Disposal The Disposal follows a decision by Mvelaserve to focus on higher margin sectors. 3. Financial Effects The unaudited pro forma financial effects of the disposal set out below have been prepared to assist Mvelaserve shareholders in assessing the impact of the Disposal on the Company`s historical earning per share ("EPS"), headline earnings per ordinary share ("HEPS"), net asset value per ordinary share ("NAVPS") and net tangible asset value per ordinary share ("NTAVPS"). The pro forma financial effects are the responsibility of the directors of Mvelaserve and are provided for illustrative purposes only. The pro forma financial effects have been prepared on the basis that the disposal had been fully implemented on 1 July 2011 for Income Statement purposes and as at 31 December 2011 for purposes of the Statement of Financial Position. The pro forma financial effects do not purport to be indicative of what the consolidated finical results would have been had the Disposal been implemented on a different date. The material assumptions are set out in the notes following the table. Due to their nature, the pro forma financial effects may not fairly present the financial position, changes of equity, results of operations or cash flows of Mvelaserve after the Disposals. Before the After the Percentage
Disposals (1) Disposals change EPS (cents) 12.1 19.1 57.9% HEPS (cents) 19.5 18.0 (7.7%) NAVPS (cents) 608.2 613.9 0.9% NTAVPS (cents) 120.9 126.7 4.8% Weighted 141,562 141,562 - average number of shares in issue * (`000) Net number of 141,562 141,562 - ordinary shares in issue (`000) Notes: 1. Extracted from Mvelaserve published reviewed interim results for six months ended 31 December 2011. 2. Interest paid has been reduced by R1 million as a result of the disposal proceeds applied to interest bearing borrowings. 3. Interest received have been increased by R0,3k to account for the imputed interest on the interest free loan. 4. The consolidated loss relating to Contract Forwarding for the six months ended 31 December 2011 of R961k has been added back. 5. A profit on the Disposal of R7,8 million has been recognised being the difference between the carrying value of Contract Forwarding and the present value of the proceeds received. 6. The pro forma financial effects have been prepared using the same accounting policies as those applied in the most recent published annual financial statements of Mvelaserve. 4. Conditions precedent The only condition precedent was the obtaining by the purchaser of the necessary funding which has been fulfilled. 5. Small related party transaction The Disposal constitutes a small related party transaction in terms of para`s 10.1(b)(ii) and 10.7 the Listings Requirements of the JSE Limited. PKF Corporate Finance (Pty) Ltd, as the independent professional expert, has confirmed that the disposal is fair and their fairness opinion is available for inspection at Mvelaserve`s registered office until 16 July 2012. 18 June 2012 Centurion 18 June 2012 Sponsor Independent professional expert Investec Bank PKF Limited Date: 18/06/2012 10:25:01 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.
