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PGR - Peregrine Holdings Limited - Financial effects and withdrawal of
cautionary announcement: proposed restructuring of BEE shareholding in Peregrine
Peregrine Holdings Limited
(Registration number 1994/006026/06)
JSE code: PGR ISIN code:ZAE000078127
("Peregrine")
FINANCIAL EFFECTS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT: PROPOSED
RESTRUCTURING OF BEE SHAREHOLDING IN PEREGRINE
INTRODUCTION
Shareholders are referred to the cautionary announcement released on SENS on 30
March 2012 and Peregrine`s results announcement for the year ended 31 March
2012, released on SENS on 7 June 2012, relating to the restructuring of
Peregrine`s BEE shareholding, where shareholders were advised that, subject to
the conditions referred to below:
- Peregrine will repurchase from Nala Empowerment Investment Company
(Proprietary) Limited ("Nala") and its subsidiaries 28 584 059 Peregrine
shares for an aggregate purchase price of R294 701 648 ("the repurchase
price"); and
- Nala will acquire, by way of subscription, a 20% shareholding in SA OpsCo
(the entity which will house the restructured South African operating
subsidiaries) for a subscription price of R380 million ("the subscription
price"),
(collectively "the transaction").
The transaction is subject to the fulfilment of a number of conditions including
the shareholders of Nala and the shareholders of Peregrine, in separate general
meetings, approving the transaction as well as securing all necessary regulatory
approvals required to implement the transaction.
FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the
transaction based on Peregrine`s published reviewed preliminary results for the
year ended 31 March 2012. These financial effects are the responsibility of the
directors of Peregrine and they have been prepared for illustrative purposes
only, in order to provide information about the financial position of Peregrine
assuming that the transaction had been implemented on 1 April 2011 for purposes
of statement of comprehensive income and on 31 March 2012 for purposes of
statement of financial position.
Due to its nature, the unaudited pro forma financial information may not fairly
present Peregrine`s financial position, changes in equity, results of operations
and cash flows subsequent to the transaction.
The unaudited pro forma financial information has been prepared in accordance
with the accounting policies of the Peregrine group that were used in the
preparation of the published reviewed preliminary results for the year ended 31
March 2012.
The unaudited pro forma financial effects have been reviewed by Peregrine`s
external auditors, KPMG Inc. whose report on the pro forma financial effects
will be contained in the circular regarding the transaction to be sent to
Peregrine shareholders in due course.
The table below reflects the unaudited pro forma financial effects of the
transaction on a Peregrine shareholder:
Before the After the %
transaction transaction change
(cents) (cents)
Basic earnings per share (EPS) 144,2 146,9 1.9
Headline earnings per share (HEPS) 147,7 151,0 2.2
Diluted basic earnings per share 142,9 145,4 1.8
(DEPS)
Diluted headline earnings per share 146,3 149,4 2.1
(DHEPS)
Net asset value per share (NAV) 1 003,9 1 120,3 11.6
Net tangible asset value per share 598,7 653,7 9.2
(NTAV)
Number of shares in issue (`000) 228,129 199,545 -12.5
Weighted average number of shares 217,655 189,071 -13.1
in issue (`000)
Diluted weighted average number of 219,659 191,075 -13.0
shares in issue (`000)
Notes and assumptions:
1 The numbers in the "Before" column have been extracted from Peregrine`s
published reviewed preliminary results for the year ended 31 March 2012.
2 The EPS, HEPS, DEPS, DHEPS, NAV and NTAV per share after the transaction
are based on the assumption that:
- the transaction took place with effect from 1 April 2011 for purposes of
calculation of the profit and loss effect and on 31 March 2012 for purposes
of calculation of the financial position effect;
- Peregrine repurchased 28 584 059 Peregrine shares from Nala;
- the repurchase price is R294,7 million (being R10.31 per Peregrine share);
- Nala acquired, by way of subscription, a 20% shareholding in SAOpsCo for
the subscription price of R380 million;
- the net proceeds received are applied to reduce interest bearing
borrowings.
3 On the transaction date, Peregrine paid estimated transaction costs in the
amount of R3.6 million.
4 The EPS and HEPS after the transaction are based on :
- attributable earnings for Peregrine as at 31 March 2012 adjusted for (i)
estimated transaction costs, (ii) R36 million being a 20% minority share of
the attributable earnings of SAOpsCo for the twelve months ended 31 March
2012, (iii) 30% associated share of the decrease in NAV of Nala resulting
from the transaction amounting to R1 million and (iv) R4,7 million net
decrease in finance costs;
- the weighted average number of ordinary shares of 189,071 million in issue
as at 31 March 2012.
5 Diluted EPS and HEPS after the transaction are based on the diluted
weighted average number of 191,075 million shares in issue as at 31 March
2012.
6 The NAV and NTAV per share after the transaction are based on 188,992
million net shares in issue as at 31 March 2012. Net shares in issue
comprise 228,129 million ordinary shares less share buy back shares of
28,584 million less 10,553 million treasury shares.
7 The tax rate is 28%.
WITHDRAWAL OF CAUTIONARY
Shareholders are advised that following the release of the financial effects of
the transaction, caution is no longer required to be exercised by shareholders
when dealing in their Peregrine shares.
Sandton
22 June 2012
Sponsor and corporate advisor
Java Capital
Reporting accountants
KPMG Inc.
Date: 22/06/2012 15:19:00 Supplied by www.sharenet.co.za
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