To view the PDF file, sign up for a MySharenet subscription.

VUNANI LIMITED - Restructuring Of The Groups Debt Partial Sale Of Assets By A Subsidiary And Cautionary Announcement

Release Date: 16/10/2012 17:40
Code(s): VUN     PDF:  
Wrap Text
Restructuring Of The Group’s Debt – Partial Sale Of Assets By A Subsidiary And Cautionary Announcement

VUNANI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
JSE code: VUN
ISIN: ZAE000163382
(“Vunani” or “the Company” or “the Group”)

RESTRUCTURING OF THE GROUP’S DEBT – PARTIAL SALE OF ASSETS BY A
SUBSIDIARY AND CAUTIONARY ANNOUNCEMENT

1. BACKGROUND INFORMATION
   The SENS announcement released on 12 October 2012 (“the announcement”)
   provided details regarding the background and rationale for the
   transaction.

2. EXECUTION OF THE TRANSACTION
   The private placement conducted by Investec Bank Limited referred to
   in the announcement has resulted in a further 9 100 000 Vunani
   Property Investment Fund Limited (“VPIF”) units being sold.

3. EFFECTIVE DATE
   On 12 October 2012, 9 100 000 VPIF units were sold at a price of 880c
   per unit for a total value of R80 080 000.

4. FINANCIAL EFFECTS

   Statement of comprehensive income:
   The unaudited pro forma financial effects of the transaction, for
   which the directors are responsible, on earnings per share (“EPS”),
   diluted earnings per share (“DEPS”), headline earnings per share
   (“HEPS”) and diluted headline earnings per share (“DHEPS”) are
   provided for illustrative purposes only to show the effect of the
   transaction as if the transaction had taken effect on 1 January 2012.
     Because of their nature, the unaudited pro forma financial effects
   may not give a fair presentation of the group’s financial position and
   performance.   The unaudited pro forma financial effects have been
   compiled from the unaudited condensed consolidated results of the
   Company for the six months ended 30 June 2012 and are presented in a
   manner consistent with the format and accounting policies adopted by
   the Company and have been adjusted as described in the notes set out
   below:




                                            Pro forma
                                                After the
                                             disposal of               Pro forma
                                         2 812 903 VPIF                  After the
                                               units (Per             aggregated
                            Unaudited         announce-               disposal of
                   Notes     30.6.2012       ment dated
                            Before the       12 October                11 912 903
                            disposals              2012)        %      VPIF units        %
                           (Column 1)        (Column 2)     Change    (Column 3)     Change
 EPS and DEPS
 (cents)              1&2       14.2             16.3        12.8%          19.8     38.7%

 HEPS and
 DHEPS (cents)        1&2       19.3             21.8        13.0%          26.2     36.0%
 Number of
 ordinary shares in
 issue at period
 end (‘000) (net of
 treasury shares)            105 415          105 415            -       105 415        -

 Weighted average
 number of shares
 in issue at period
 end (‘000)                  105 415          105 415            -       105 415       -

Notes:
1.    The Column 1 information has been extracted from the company’s
      unaudited condensed consolidated results for the six months
      ended 30 June 2012.
2.    The Column 2 and Column 3 effects relating to the EPS, DEPS,
      HEPS and DHEPS are based on the following assumptions and
      information:
     2.1 the transaction was effective 1 January 2012 at the price
           determined in terms of the private placement as detailed
           in paragraph 3 above (the “proceeds”). The difference
           between the proceeds and the fair value on the disposed
           units at 1 January 2012 has been processed as a fair value
           adjustment. The fair value of the units at 1 January 2012
           was 720 cents per unit. The result of this adjustment in
           respect of the disposal of 2 812 903 VPIF units as
           announced on 12 October 2012 (net of taxation and after
           non-controlling shareholders’ interest) is an increase in
           profit attributable to equity holders of Vunani of R3.7
           million and the result of this adjustment in respect of
           the aggregate disposal of 11 912 903 units (net of
           taxation and after non-controlling shareholders’ interest)
           is an increase in profit attributable to equity holders of
           Vunani of R12.8 million;
     2.2 The fair value adjustment to 30 June 2012 and related
           deferred   taxation  on  the   disposed  units   has  been
           eliminated. The result of this adjustment (net of taxation
           and after non-controlling shareholders’ interest) is,
           after the disposal of 2 812 903 VPIF units as announced on
           12 October 2012, a decrease in profit attributable to
           equity holders of Vunani of R1.9 million and is, after the
           disposal in aggregate of 11 912 903 units, a decrease in
           profit attributable to equity holders of Vunani of R7.9
           million ;
     2.3 Distributions on the units of 27 cents per unit together
           with the tax effect thereon have been eliminated. The
           result of this adjustment (net of taxation and after non-
           controlling shareholders’ interest) is, after the disposal
           of 2 812 903 VPIF units as announced on 12 October 2012, a
           decrease in profit attributable to equity holders of
           Vunani of R0.4 million, and is, after the disposal in
               aggregate of 11 912 903 units, a decrease in profit
               attributable to equity holders of Vunani of R1.8 million;
         2.4 It has been assumed that the proceeds have been utilised
               to fully reduce funding in Vunani Properties Proprietary
               Limited (“Vunani Properties”) with an average interest
               rate of 9.2% over the six month period. Furthermore, it
               has been assumed that the balance of the proceeds over and
               above the value of the Vunani Properties loan are utilised
               to reduce borrowings in Vunani Capital Proprietary Limited
               with an average interest rate of 9% over the six month
               period. The result of this adjustment (net of taxation and
               after non-controlling shareholders’ interest) is, after
               the disposal of 2 812 903 VPIF units as announced on 12
               October 2012, an increase in profit attributable to equity
               holders of Vunani of R0.7 million and is, after the
               disposal in aggregate of 11 912 903 units, an increase in
               profit attributable to equity holders of Vunani of R2.8
               million.
     All adjustments will have a continuing effect.

     Statement of financial position:
     In terms of the Listings Requirements, financial effects on the
     statement of financial position are not presented as they are not
     significant, being below 3%.

5. CAUTIONARY ANNOUNCEMENT
   The Company expects to dispose of further VPIF units as detailed in
   the announcement, and as such disposal may have a material affect on
   the price at which Vunani shares trade, shareholders are advised to
   exercise caution when dealing in Vunani shares until such time as a
   further announcement is made.


16 October 2012
Sandton

Independent Designated Adviser
Grindrod Bank Limited

Date: 16/10/2012 05:40:00 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.

Share This Story