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SUPER GROUP LIMITED - Restructing of Super Group and its subsidiaries for purpose of imlementing a B-BBEE Scheme

Release Date: 20/08/2012 17:04
Code(s): SPG     PDF:  
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Restructing of Super Group and its subsidiaries for purpose of imlementing a B-BBEE Scheme

Super Group Limited
(Incorporated in the Republic of South Africa)
Registration number 1943/016107/06
Share code: SPG       ISIN: ZAE000161832
("Super Group" or "the Company")

Restructuring of Super Group and its subsidiaries (the "Group") for purposes
of implementing a broad-based black economic empowerment scheme

1. Introduction
   Shareholders are advised that Super Group is in the process of restructuring its business operations,
   including the entering into a small related party transaction, in order for the South African operations to
   enter into a broad-based black economic empowerment ("B-BBEE") transaction (the "Empowerment
   Scheme") with the South African black employees. The South African black employees, as defined in the
   B-BBEE Act ("Group's Black Employees"), of Super Group Holdings Proprietary Limited ("SGH"), and
   its subsidiaries (the "SGH Group") (the "Participants"), will effectively own 10.04% of the South African
   operations through the SG Tsogo Empowerment Trust (the "Trust").

   Super Group believes that broad-based black economic empowerment is a key requirement for the
   promotion of sustainable economic growth and social development in South Africa.

   The Group wishes to maintain its level 3 B-BBEE scorecard rating which it has held for a number of
   years. According to the B-BBEE Codes, the Group was allowed to recognise a portion of the Peu Group
   Proprietary Limited's ("PEU") black ownership after PEU sold its Super Group shares, provided that the
   period of such recognition does not exceed the period over which the shares were held (four years). This
   period of recognition has expired, and the Group wishes to revisit the equity ownership by black individuals.

   To achieve the empowerment goal set out above it is necessary to restructure the Group so that the South
   African operations are held under a single South African holding company, SGH. All foreign operations
   have been restructured so that the South African operations will be held by SGH and the international
   operations by the Mauritius wholly owned subsidiary, Bluefin Investments Limited ("Bluefin Investments").

   The proposed Empowerment Scheme to be voted on by Super Group's shareholders at a general meeting
   to be held on or about Monday, 1 October 2012, including the creation by SGH of B Class shares, defined
   below, the subscription by Super Group for the B Class shares at an aggregate price of R1, the sale by
   Super Group of the B Class shares to SG Tsogo (RF) Proprietary Limited ("SGTS") in exchange for the
   allotment and issue of ordinary shares in SGTS, the establishment of the Trust, and the subscription by the
   Trust for shares in SGTS, subject to the repurchase transaction at the end of the Transaction Period, being
   a period of 10 years calculated from the date of issue of shares in SGTS to the Trust. The BEE Transaction
   (the "BEE Transaction") will be implemented on the basis that Super Group will firstly dispose of a 20.04%
   interest in SGH to SGTS in return for the issue of SGTS shares to Super Group. Thereafter SGTS will issue
   additional shares to the Trust which will result in the Trust holding 50.01% of the total issued share capital
   of SGTS. Super Group will continue to hold 49.9% of the total issued share capital of SGTS. Consequently
   SGTS will meet the definition of a black-owned company in terms of the B-BBEE Codes. SGTS will hold
   20.04% of the shareholding in SGH through means of a separate class of ordinary shares issued by
   SGH, being so-called B Class shares ("B Class shares"). The B Class shares, which will be issued by
   SGH to Super Group on or about Tuesday, 2 October 2012, will in all respects have the same rights and
   privileges as those attached to the ordinary shares issued by SGH, but for the fact that the holders of the
   B Class shares will be entitled to a preferential dividend in certain circumstances.

   The economic cost of the Empowerment Scheme to Super Group as at the date of this announcement,
   using financial risk pricing and valuation methodologies derived from International Financial Reporting
   Standard 2  Share-based Payments ("IFRS 2"), is calculated at approximately R77 million, which will be
   amortised over the Transaction Period. In addition, annual dividends estimated at R2.2 million in the first
   year will be paid to the Participants.

   The dilution of shareholders' interest in Super Group during and at the end of the Transaction Period is
   estimated at between 0.31% and 2.47%, depending on the growth in SGH's value over the period.

2. Restructuring of the Group
   The objective of restructuring the Group is to separate the South African operations from the international
   operations in order to implement B-BBEE into the South African businesses. SGH, currently a wholly
   owned subsidiary of Super Group, will be used as the holding company of the South African operations.

   The restructuring of the Group involves the following:

   2.1	 the off-shore operations have been transferred from within the SGH Group to Super Group with effect
        from 1 July 2012. This was achieved by the sale of the shares in Bluefin Investments from Super
        Group Trading Proprietary Limited ("SGT") to Super Group; and

   2.2	 all the South African operations currently held outside the SGH Group, including Fleet Africa Proprietary
        Limited ("FleetAfrica"), will be moved into the SGH Group. This move includes a small related party
        transaction where FleetAfrica will sell its business to Super Group Africa Proprietary Limited ("SGA")
        at net asset value ("NAV"), which was R193 million at 30 June 2012.

SEE PRESS RELEASE FOR GRAPH

The board of directors of SGH will be restructured and will consist of the following members:

Dr Enos Banda  An independent non-executive director of Super Group, who will be the chairman of SGH

Peter Mountford  Chief Executive Officer of Super Group

Colin Brown  Chief Financial Officer of Super Group

Kamogelo Mmutlana  Chief Executive Officer of FleetAfrica

Jacobeth Matlakala  Executive Director of SGH

An executive committee of SGH will be formed and will consist of the following members:

Peter Mountford  Chief Executive Officer of Super Group

Colin Brown  Chief Financial Officer of Super Group

Philip Smith  Executive Director of SGT & SGA

Kamogelo Mmutlana  Chief Executive Officer of FleetAfrica

Jacobeth Matlakala  Executive Director of SGH

3. Small related party transaction
   The FleetAfrica Transaction involves the sale by FleetAfrica of its business as a going concern to SGA with
   effect from 1 October 2012. Subsequent to this transaction, FleetAfrica will trade as a division of SGA.
   The FleetAfrica Transaction represents a small related party transaction as contemplated in paragraph
   10.1 of the JSE Limited ("JSE") Listings Requirements ("Listings Requirements") in that certain current
   directors of FleetAfrica are trustees of the executive share trust.

   In terms of the Listings Requirements, a fairness opinion from an independent expert, acceptable to the
   JSE, is required for a small related party transaction. Java Capital Proprietary Limited ("Java Capital")
   was therefore appointed by the Board as the independent expert. Java Capital considered the terms and
   conditions of the FleetAfrica Transaction and has opined that such terms and conditions are fair as far
   as the shareholders of Super Group are concerned. The fairness opinion will lie for inspection at Super
   Group's registered office for a period of 28 days from the date of this announcement.

   FleetAfrica is a leading provider of vehicle fleet management solutions to government, municipalities,
   parastatals and large corporations in South Africa. It is a single source, across-the-board, vehicle fleet
   management services provider offering a range of flexible product options on every vehicle class, from
   passenger vehicles to trucks, fire-engines to ambulances, and a variety of specialised vehicles.

   Super Group currently holds 70% of the share capital of FleetAfrica. The Ithuba Employee Trust holds
   5.1%, and Thotho Investments Proprietary Limited holds 24.9% of the share capital of FleetAfrica. The
   Sebaka Executive Trust holds 34.9%, the Ithuba Employee Trust holds 15.2% and Super Group holds
   49.9% of the share capital of Thotho Investments Proprietary Limited.

   Super Group previously provided vendor funding to both Thotho Investments Proprietary Limited and
   the Ithuba Employee Trust in regard to the purchase by these entities of their respective shareholdings in
   FleetAfrica. Those existing contractual obligations and unawarded tenders which cannot be transferred
   will remain in FleetAfrica. Once these obligations have been discharged, it will be possible to determine
   whether the value of the shareholdings held by Thotho Investments Proprietary Limited and the Ithuba
   Employee Trust in FleetAfrica exceeds the amounts owed by them in regard to their vendor funding and,
   to the extent that this is the case, Thotho Investments Proprietary Limited and the Ithuba Employee Trust
   will participate in such excess value. If this is not the case, either or both of Thotho Investments Proprietary
   Limited and the Ithuba Employee Trust will forfeit their shareholdings in FleetAfrica in settlement of their
   respective vendor funding obligations.

   The FleetAfrica Transaction includes, inter alia, the following:

   	  assets including, inter alia, property, plant and equipment, full maintenance lease vehicles, goodwill,
          inventories, receivables, pre-paid balances, advances and other assets;
   	  liabilities including, inter alia, interest-bearing loans, trade payables, provisions, accruals, and other
          liabilities;
   	  all employees;
   	  all intellectual property including, inter alia, information technology systems, software, copyrights,
          trademarks, licenses; and
   	  all customer contracts, supplier contracts and leases.

   The FleetAfrica Transaction specifically excludes, inter alia, the following assets and liabilities:

   	  any shares in any subsidiaries including, inter alia, FleetAfrica Eastern Cape Proprietary Limited;
   	  any tax assets and liabilities;
   	  the rights and obligations in terms of the agreement concluded between, inter alia, Super Full
          Maintenance Leasing Proprietary Limited, the City of Johannesburg ("CoJ") and FleetAfrica in terms
          of which fleet management and leasing services are provided to CoJ; and
   	  any cash balances except a portion of the cash equivalent to the value of the liability of FleetAfrica:
          (i) in respect of its "maintenance funds"; and (ii) in respect of the CoJ Fire Engine Sale of Business
          Fund.

   The purchase consideration is based on the NAV of the FleetAfrica business which is the subject of the sale
   of business transaction as at 30 September 2012. The profit after tax attributable to the affected business
   in the year ended 30 June 2012 was R79.5 million. The FleetAfrica Transaction will be funded internally
   within the Group.

The effective date of the FleetAfrica Transaction will be 1 October 2012. The implementation of
the FleetAfrica Transaction is subject to, inter alia, certain conditions precedent including without
limitation the approval by Super Group's shareholders of the Empowerment Scheme, which
approval will be sought at a general meeting of Super Group shareholders to be held on or about
1 October 2012.

The financial effect of the FleetAfrica Transaction on Super Group's shareholders is zero due to the
transaction being a sale of the FleetAfrica business, at NAV, between two subsidiaries of Super
Group, namely FleetAfrica and SGA. The full purchase consideration will be paid to FleetAfrica which
will ultimately declare dividends to Super Group and will become dormant. The Sebaka Executive
Trust, Ithuba Employee Trust and Thotho Investments Proprietary Limited will remain in place until
the existing contractual obligations and unawarded tenders which cannot be transferred, have been
resolved, whereafter they will be terminated or wound up, as contemplated in their trust deeds or
memoranda of incorporation, as the case may be.

The persons considered in terms of the JSE Limited Listings Requirements to be related parties are:

    Kamogelo Mmutlana, the CEO of FleetAfrica and a director of FleetAfrica, Thotho Investments
     Proprietary Limited, and 12 wholly owned subsidiaries of FleetAfrica. Kamogelo Mmutlana is a
     trustee of the Sebaka Executive Trust.
    Rohan Sukdeo, the CEO of Super Rent, a division of SGT, and a director of FleetAfrica and
     Thotho Investments Proprietary Limited. Rohan Sukdeo is a trustee of the Sebaka Executive
     Trust.

Both the above related parties, as trustees but not beneficiaries, do not benefit from the FleetAfrica
Transaction.

4. Disposal of an effective 10.04% of the South African assets of
   Super Group
   The proposed BEE Transaction will be implemented on the basis that SGH will issue B Class shares
   on 2 October 2012, representing 20.04% of its equity, to Super Group, and Super Group will then
   dispose of the B Class shares to SGTS on the same day in return for the issue of shares by SGTS to
   Super Group. Thereafter, on 3 October 2012 ("Effective Date"), SGTS will issue shares to the Trust
   which will result in the Trust holding 50.01% of the shares in SGTS, an effective 10.04% of SGH.
   Super Group will continue to hold 49.9% of the shares in SGTS.

   Subsequent to the restructuring of the Group described in paragraph 2 above, the SGH Group will
   consist of the following:

   	 the South African Supply Chain segment, including Supply Chain Partners, Micor, Sherwood,
         Trans African Logistics, SG Convenience and Haulcon;
   	 the Dealerships segment;
   	 the FleetAfrica segment; and
   	 the Services segment, including Corporate, Information Technology, Properties and Treasury.

   All the non-South African businesses, together with Emerald Insurance Proprietary Limited, will not
   fall under the SGH Group.

   The valuation of the SGH Group is based on the headline earnings of the SGH Group for the year
   ended 30 June 2012 multiplied by Super Group's Price Earnings Multiple on 2 October 2012. The
   final valuation that will be used as the initial market value in the notional funding formula, referred to
   in paragraph 5.2.8 below, will be determined on the Effective Date.

   The pro forma financial effects on the earnings per share ("EPS"), headline earnings per share
   ("HEPS"), NAV per share and tangible NAV ("TNAV") per share of the disposal of the 10.04% effective
   shareholding in the SGH Group to the Trust are provided in paragraph 7 below.

5. Empowerment Scheme
   5.1	 B-BBEE
      According to the B-BBEE Codes, an entity is allowed to recognise a portion of black ownership
      after a black shareholder has exited through the sale or loss of shares, provided that the period
      of such recognition may not exceed the period over which the shares were held.

      PEU acquired 25.1% of Super Group in 2004. PEU sold this shareholding in August 2008,
      which enabled the Group to recognise a portion of this ownership for a period of four years
      following PEU's exit.

      At the time PEU exited its shareholding in Super Group there was a requirement for a
      black shareholding in FleetAfrica to satisfy the terms of the CoJ2 Contract, being the fleet
      management services contract between the City of Johannesburg Municipality and FleetAfrica
      which terminated on 29 February 2012. At that stage the FleetAfrica empowerment trusts,
      described in paragraph 3 above, were established. As explained in that paragraph, the
      FleetAfrica  empowerment schemes will be wound down in accordance with the existing
      contractual arrangements and the terms of the FleetAfrica Empowerment Trusts' deeds.

      The Board has examined a number of options for the empowerment of the Group and has
      concluded that the Empowerment Scheme proposed in this announcement is the best option
      for Super Group's shareholders.

5.2 Implementation of the Empowerment Scheme
    The implementation of the Empowerment Scheme will consist of the following steps:

    5.2.1  Super Group will acquire B Class shares to be issued by SGH. The B Class shares will
           be transferred to SGTS in exchange for SGTS issuing 49 899 900 ordinary shares in
           SGTS.

    5.2.2  The Trust has been registered with rules that meet the relevant B-BBEE Codes. SGH
           and Super Group are not residual beneficiaries of the Trust.

    5.2.3  The Trust will thereafter subscribe for 50 100 000 ordinary shares in SGTS at a nominal
           value of R5 010 in order to own 50.1% of SGTS.

    5.2.4  Pursuant to the subscription, the Trust will own 50.1% and Super Group will own 49.9%
           of SGTS. SGTS will own all the B Class shares in SGH representing 20.04% of SGH's
           equity. The rights and privileges attaching to the B Class shares are the same as the
           ordinary shares in SGH, save for  the fact that the holders of the B Class shares are
           entitled to a preferential dividend in certain circumstances.

    5.2.5  In terms of the B-BBEE Codes, SGTS will meet the definition of a black-owned
           company. As a result, SGH will apply the Modified Flow-Through Principle (being a
           principle defined in the B-BBEE Codes), in calculating the exercisable voting rights and
           economic interest score as if SGTS was a 100% black-owned company.

    5.2.6  The Trust will appoint the majority of directors in SGTS, with Super Group appointing the
           balance of the directors.

    5.2.7  It will be a term of the issue of the SGTS shares to the Trust that:

            5.2.7.1  SGTS will, at the end of the Transaction Period, repurchase a calculated
                     number of the SGTS shares from the Trust for R0.0001 per share (the
                     "Repurchase Right"). The Repurchase Right is the right that SGTS has to
                     purchase back the number of shares that is determined in terms of the RPS
                     formula in 5.2.8 below for a nominal amount of R0.0001 per share; and

            5.2.7.2  the SGTS shares held by the Trust will have the same rights and privileges as
                     the other ordinary shares in SGTS but for certain rights that are contractually
                     suspended.

    5.2.8  The notional funding formula which is used in determining the number of SGTS shares
           to be repurchased by SGTS, is calculated as follows:

           RPS = NB ÷ MVPS
                    where:
           RPS = number of repurchase shares in terms of the Repurchase Right
           MVPS = market value per SGTS share not subject to Repurchase Right
                    and:
           NB = (B x 95%) x 50.1% x (1.075 ^ 10)  D,
                    where:
           NB = the value of the notional balance at the end of the Transaction Period;
           B = (SGH Headline Earnings x PE) x 20.04%;
           PE = Super Group's Price Earnings Multiple at 2 October 2012;
           D = the value of any ordinary dividends suspended during the Transaction Period.

    5.2.9  It is the intention that dividends will be paid at least annually on the B Class shares. The
           SGH Group currently has approximately 3 400 Black Employees in the Group, of which
           about 2 800 have more than one years' service. B Class dividends received by SGTS
           from SGH will, subject to board approval, be distributed to the Trust (for the benefit of
           the Participants) and Super Group according to the relevant terms. Distribution of the B
           Class dividends to the Participants will be based on the number of completed years of
           service of each Participant.

    5.2.10  The right to receive any ordinary dividends (excluding B Class dividends) sourced from
            SGH to SGTS will be suspended until the end of the Transaction Period. Economically,
            SGTS will therefore pay such dividends to Super Group, and the number of shares to be
            repurchased will be reduced proportionally pursuant to the application of the formula in
            5.2.8 above.

    5.2.11  At the end of the Transaction Period, the Repurchase Right will be exercised by SGTS
            whereby a determined number of SGTS shares based on the notional funding formula,
            will be repurchased by SGTS at R0.0001 per share.

    5.2.12  The SGTS shares remaining after the exercise of the Repurchase Right (the "Residual
            Shares") will be distributed by the trustees of the Trust (the "Trustees") to the
            Participants in terms of their vested rights, subject to certain restrictions contained in the
            trust deed.

    5.2.13  Subsequently, the Residual Shares will be exchanged by the Participants, being
            beneficiaries of the Trust, for Super Group shares. The maximum number of shares is
            estimated to be 7.1 million at the time of the exchange.

    5.2.14  The benefits to the Participants at the end of the Transaction Period will, therefore,
            reflect the real performance of the SGH Group during the next 10 years.

5.3 Employee Participation
    The Participants will be the full-time Black Employees of the SGH Group of which there were
    about 3 400 at the date of this announcement. The Trustees shall offer each Participant one
    Unit (a unit represents the vested right of a Participant to a participation percentage in the Trust
    assets and income from the inception of the Empowerment Scheme, bearing the entitlements,
    privileges and restrictions contemplated in the Trust deed) at the date that the Trust subscribes
    for the shares in SGTS and, if such offer is accepted by the Participant, such Unit will vest in him
    or her. Participants will not be required to pay any consideration to the Trust for the allocation of
    the Units or the vesting of any rights in respect of such Unit.

      The benefit on any particular date in respect of the vested right in a Participant in terms of his Unit is
      determined with reference to his length of service with the SGH Group because the number of points
      allocated to him will increase as the years of service in the SGH Group increase.

      The benefit on any particular date in respect of the vested right in a Participant in terms of the Participant's
      Unit may vary because the number of points allocated to such Participant is compared to the total number
      of points allocated to all the Participants on a particular date, which may change as Participants join and
      leave the SGH Group.

      The board of directors of SGH will decide whether or not the Black Employees of any new subsidiary will
      become Participants of the Empowerment Scheme. Where the board of directors of SGH decide that a new
      subsidiary will participate in the Empowerment Scheme, any Participants becoming part of the SGH Group
      shall be entitled to receive an offer of one Unit from the Trustees. It is a specific term of the Trust deed that
      the Participant's length of service will only be measured from the effective date of such acquisition.
      Each Unit shall:

      	    carry vested rights to the underlying SGTS shares;
      	    be non-transferable;
      	    afford the Participant voting rights;
      	    afford the Participant the right to elect employee Trustees; and
      	    afford the Participant the right to attend meetings of the Participants.

      At the end of the Transaction Period, the Units will be discharged as follows:

           SGTS will implement the repurchase Right in respect of the SGTS shares, and the Trustees shall
            transfer such repurchased shares to SGTS in accordance with the subscription and repurchase
            agreement concluded on or about 20 August 2012 between the Trust, Super Group and SGTS relating
            to the subscription of SGTS shares by the Trust;
           the Trustees will transfer to the Participants such number of Residual Shares in terms of vested rights
            as may be determined in accordance with the Trust rules. The number of Residual Shares delivered to
            each Participant will be linked to the Participant's length of service;
           the Trustees will, within seven days, be obliged to effect a sale of the Residual Shares, on behalf of the
            Participants, to Super Group in exchange for Super Group shares; and
           each Participant will elect to retain the Super Group shares or instruct the Trustees to sell the Super
            Group shares on their behalf and to remit the proceeds of the sale, net of any transactional costs and
            taxes payable, to the Participants.

      Should a Participant cease to be Participant at any time during the Transaction Period, then the following
      terms and conditions will apply:

           in the event of a Participant resigning or being dismissed from the SGH Group, the Unit of the
            Participant will be immediately forfeited in favour of the Trust, and the Participant shall cease to be a
            Participant of the Empowerment Scheme; and
           in the event of a Participant's employment being terminated due to death, serious disability, serious
            incapacity, retrenchment, retirement, the sale of the business of a subsidiary of SGH, or a subsidiary
            no longer being a subsidiary of SGH, the Participant's Unit shall be exchanged for Super Group shares
            on 30 September following the termination of his employment. The number of Super Group shares
            delivered to the Participant will be linked to the Participant's years of service and will be calculated as
            if the Empowerment Scheme had terminated in that year.
      
      Participants shall have a vested right to all distributions made by SGTS from time to time, excluding the
      right to ordinary dividends that will be suspended. The allocation of dividends to each Participant will be
      determined with reference to his length of service with the SGH Group as described above.
  
5.4   The BEE Transaction will be implemented with effect from the Effective Date and will be open to the
      Participants, subject to the fulfilment of the conditions precedent set out below.
  
5.5   The implementation of the Empowerment Scheme is subject to, inter alia, the passing of all necessary special
      and ordinary resolutions by the requisite majority of shareholders, which includes, inter alia, the 75% approval
      to be attained in respect of an ordinary resolution to be proposed relating to the implementation by the Group
      of the Empowerment Scheme, including the deemed issue of shares by Super Group to the Participants
      at the end of the Transaction Period, at the general meeting of Super Group shareholders to be held on or
      about Monday, 1 October 2012.

6.  OPINIONS AND RECOMMENDATIONS
  The Board has considered the terms and conditions of the BEE Transactions envisaged in this announcement
  and the FleetAfrica Transaction and is of the unanimous opinion that such terms and conditions are fair to
  the shareholders of the Company and that the implementation of such transactions will be to the benefit of
  all shareholders. Accordingly, the Board recommends that Super Group shareholders vote in favour of the
  resolutions to be proposed at the general meeting. The directors who hold shares in the Company will not vote
  at the general meeting where the resolutions are being considered.

7. Unaudited pro forma financial effects of the Bee Transaction

   The table below sets out the unaudited pro forma financial effects of the BEE Transaction on the published
   financial results for the year ended 30 June 2012 which have been reviewed.

   The pro forma financial information, which is the responsibility of the directors of Super Group, has been prepared
   for illustrative purposes only and, because of its nature, may not fairly present Super Group's financial position,
   changes in equity, results of operations or cash flows.

   The unaudited pro forma financial information is intended to provide information about how the BEE Transaction
   might have affected the EPS, HEPS, NAV and NTAV of Super Group for the year ended 30 June 2012 had the
   BEE Transaction been effected on 1 July 2011 for the purposes of earnings per share and headline earnings per
   share and on 30 June 2012 for the purposes of the NAV per share and NTAV per share and does not purport
   to be indicative of what financial results would have been had the BEE Transaction been implemented on a
   different date.

                                 Before                                                   After
                                           FleetAfrica
                                For the       business      Legal,                     For the    Percentage
                             year ended         sale to consulting,                 year ended        change
                                30 June     Super Group review and    Effect of        30 June   as a result
                                   2012         Africa    circular      the BEE           2012        of the
                               Reviewed      (Pty) Ltd        fees  Transaction      Unaudited   Transaction
                                  R'000          R'000       R'000        R'000          R'000             %
Annualised earnings
per share (cents)
Basic earnings per share          172.4                      (1.2)        (1.1)          170.1        (1.34)
Diluted earnings per share        167.4                      (1.2)        (1.1)          165.1        (1.36)
Headline earnings per
share                             179.4                      (1.3)        (1.1)          177.0        (1.32)
Diluted headline earnings
per share                         174.1                      (1.1)        (1.1)          171.9        (1.29)
Number of shares 
weighted ('000)                 299 013       299 013      299 013      299 013        299 013
Number of shares  
diluted ('000)                  308 009       308 009      308 009      308 009        308 009
NAV per share (cents)           1 044.3                      (1.2)                     1 043.1        (0.12)
NTAV per share (cents)            490.1                      (1.3)                       488.8        (0.26)
Shares in issue ('000)          289 195                                                289 195

Notes:
1.    The "Before" column has been extracted without adjustment from Super Group's published results for the year ended 30 June
      2012 which have been reviewed by KPMG Inc.
2.    The additional expense from the BEE Transaction interest includes the IFRS 2 expense, dividend paid, and directors' fees for
      the independent non-executive director appointed to the board of SGH.
3.    The "After" column has been adjusted for the BEE Transaction, which includes the IFRS 2 expense, dividend paid, transaction
      costs and directors' fees for the independent non-executive director appointed to the board of SGH.
4.    Transaction costs of the BEE Transaction amount to R3.6 million. These costs are of a once-off nature.
5.    Tax has been calculated based on the statutory tax rate (28%).

7. Documentation
   A circular to shareholders of Super Group, providing further information and containing a notice of general
   meeting and form of proxy, will be distributed in due course.

Sponsor to Super Group
Deutsche Bank
Deutsche Securities (SA) (Proprietary) Limited
(A non-bank member of the Deutsche Bank Group)

Auditors and Reporting Accountants to Super Group
KPMG

Attorneys to Super Group
Fluxmans Attorneys

B-BBEE Consultants to Super Group
EMPOWERDEX

Independent Expert to Super Group
Java Capital



Date: 20/08/2012 05:04:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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