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DISPOSAL OF PROPERTY TO HISENSE SOUTH AFRICA (PROPRIETARY) LIMITED
Amalgamated Appliance Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1997/004130/06)
Share Code: AMA ISIN: ZAE000012647
(“AMAP” or “the Company”)
DISPOSAL OF PROPERTY TO HISENSE SOUTH AFRICA (PROPRIETARY) LIMITED
1. INTRODUCTION
Tedelex Properties (Atlantis) (Proprietary) Limited ("the Seller"), a wholly-owned subsidiary of
Amalgamated Appliance Holdings Limited, has entered into a sale agreement ("the Sale Agreement")
with Hisense South Africa (Proprietary) Limited (“the Purchaser”) for the disposal of land and buildings
consisting of portion 64 (a portion 420 of the farm Melkpost No 4, Atlantis), industrial area, Cape
Division (“the Disposal Property”) (“the Disposal”). The Sale Agreement is effective on 27 July 2012
(“effective date”) and there are no conditions precedent included in the Sale Agreement.
2. THE DISPOSAL CONSIDERATION
The Disposal Property has been sold for an amount of R35 000 000, less agents’ commissions and a
lease termination consideration, resulting in net proceeds of R32 000 000. A R1 000 000 deposit was
paid on the signature date. The balance of the disposal consideration is to be secured by bank
guarantee which is due for delivery within 30 days of the signature date. The disposal consideration
will be paid on the date of transfer of the Disposal Property to the Purchaser. The proceeds from the
disposal will be utilised by the Company to satisfy current working capital requirements.
3. SALIENT FEATURES OF THE DISPOSAL
The Disposal Property measures 100 000m squared and is located in Atlantis near Cape Town. The
Purchaser will acquire from the Seller all of the rights and obligations relating to the Disposal property.
With effect from 1 October 2012, the Purchaser will take occupation of the Disposal Property and be
liable for occupational rental of R349 920.00 per month plus value added tax.
4. RATIONALE OF THE TRANSACTION
The Disposal Property was previously used by the Seller in the manufacture of electronic equipment
and televisions. However, in the 2010 financial year it was decided to dispose of the Atlantis TV factory
operation and the related assets were reclassified as held for sale.
5. FINANCIAL EFFECTS OF THE DISPOSAL
The unaudited pro forma financial effects of AMAP before and after the disposal are based on the
unaudited interim results of AMAP for the 6 months ended 31 December 2011. The financial effects
are presented for illustrative purposes only, to provide information on how the disposal may have
impacted on the results and financial position of AMAP. The unaudited pro forma effects are the
responsibility of AMAP`s directors. Due to the nature of the unaudited pro forma financial effects, they
may not fairly present AMAP`s financial position and the results of its operations after the disposal. It
has been assumed for the purpose of the financial effects that the disposal took place with effect from
1 July 2011. The financial effects do not purport to be indicative of what the financial results would
have been, had the disposal been implemented on a different date. The unaudited pro forma financial
information has been presented in a manner consistent in all respects with International Financial
Reporting Standards and AMAP`s accounting policies applied consistently throughout the period.
Before the disposal After the disposal % Change
Basic earnings per
share (“EPS”) (cents) 29.2 39.1 33.9%
Diluted earnings per
share (“DEPS”) (cents) 29.0 38.8 33.8%
Headline earnings per
share (“HEPS”) (cents) 29.2 29.5 1.0%
Diluted headline
earnings per share
(“DHEPS”) (cents) 29.0 29.3 1.0%
Net asset value per
share (“NAV”) (cents) 253 262 3.6%
Tangible net asset
value per share
(“TNAV”) (cents) 251 260 3.6%
Shares in issue (‘000) 212 190 212 190
Weighted average
number of shares in
issue (‘000) 196 661 196 661
Diluted weighted
average number of 198 092 198 092
shares in issue (‘000)
Notes:
1. The EPS and HEPS in the "Before" column of the table are based on the unaudited statement of
comprehensive income of AMAP for the period ended 31 December 2011; and 196 661 191
shares in issue (being the weighted number of ordinary shares in issue for the period ended 31
December 2011, net of treasury shares).
2. The DEPS and DHEPS in the "Before" column of the table are based on the unaudited statement
of comprehensive income of AMAP for the period ended 31 December 2011; and
198 092 466 shares in issue (being the weighted diluted number of ordinary shares in issue for
the period ended 31 December 2011).
3. The EPS and HEPS in the "After" column of the table are based on 196 661 191 weighted average
number of shares in issue and the assumptions that:
a. the disposal became effective on 1 July 2011 and the disposal price was received on that date;
b. the net disposal proceeds of R32 million were settled in cash; and
c. the cash was held in a notice account at an after tax interest rate of 5%, yielding after tax
interest received of R576 000 for the 6 month period ended 31 December 2011.
4. The DEPS and DHEPS in the "After" column of the table are based on 198 092 466 diluted
weighted average number of shares in issue and the assumptions that:
a. the disposal became effective on 1 July 2011 and the disposal price was received on that date;
b. the net disposal proceeds of R32 million were settled in cash; and
c. the cash was held in a notice account at an after tax interest rate of 5%, yielding after tax
interest received of R576 000 for the 6 month period ended 31 December 2011.
5. The NAV per share and TNAV per share in the "Before" column of the table are based on the
unaudited statement of financial position of AMAP at 31 December 2011 and 212 189 689 shares
in issue.
6. The NAV per share and TNAV per share in the "After" column of the table are based on the
assumptions that the disposal was completed on 31 December 2011.
7. The pro forma financial effects have not been reviewed by AMAP`s auditors.
Johannesburg
30 July 2012
Sponsor: Bridge Capital Advisors (Pty) Limited
Attorneys to the Sellers: Fluxmans Attorneys
Attorneys to the Purchaser: Eversheds
Date: 30/07/2012 08:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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