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General issue of shares for cash
Sherbourne Capital Limited
(Previously IFCA Technologies Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2006/030759/06)
Share code: SHB ISIN: ZAE000165403
(“Sherbourne” or “the Company”)
GENERAL ISSUE OF SHARES FOR CASH
1. Introduction
At the annual general meeting of shareholders held on 24 July 2012, the requisite majority of shareholders
approved an ordinary resolution authorising the directors to issue up to 50% of Company's issued share
capital for cash in accordance with the Listings Requirements of the JSE Limited (“JSE”).
On 15 October 2012, Sherbourne issued 110 000 000 ordinary shares at 3.332 cents per share resulting in
net proceeds received of R3 654 200. (“the general issue”). The general issue was implemented at the 30
day weighted average traded price of Sherbourne shares for the 30 business days preceding 9 October
2012, being the date that the price of the issue was agreed. The JSE approved the issue of the shares on
12 October 2012.
2. Rationale for the general issue
The general issue of shares for cash was implemented to raise capital for identified acquisitions and future
acquisitions.
3. Financial effects of the issue
The table below sets out the unaudited pro forma financial effects of the issue on the loss, headline loss,
net asset value and net tangible asset value per share. The pro forma financial effects have been
calculated on Sherbourne’ results for the six months ended 30 June 2012. The unaudited pro forma
financial effects are provided for illustrative purposes only and because of their nature they may not give a
fair reflection of Sherbourne' financial position after the issue. The pro forma financial effects are the
responsibility of the Company’s directors.
Before the general issue After the general issue Percentage
1 2
change (%)
Loss per share (cents) (0.89) (0.78) 12.4
Headline loss per share (1.90) (1.68) 11.6
(cents)
Net asset value per share (2.80) (1.70) 39.4
(cents)
Net tangible asset value per (2.80) (1.70) 39.4
share (cents)
Weighted average number of 452 869 507 869
shares in issue ('000)
Shares in issue ('000) 496 875 606 875
Notes:
1. Extracted from the published unaudited interim results of Sherbourne for the six months ended 30 June
2012.
2. Earnings and headline earnings per share in the “After the issue” column have been based on the following
assumptions:
a. the issue was effective on 1 January 2012;
b. the weighted number of shares in issue before and after the issue were 452 869 000 shares and
507 869 000 shares respectively; and
c. The cash received from the general issue were held in a notice account at an after tax interest rate of
4%, yielding after tax interest received of R73 084 for the six months period ended 30 June 2012.
3. Net asset value and net tangible asset value per share in the “After the issue” column have been based on
the following assumptions:
a. the issue was effective 30 June 2012;
b. the number of shares in issue at 1 January 2012 was 496 875 000 before the issue and 606 875 000
after the issue.
4. The pro forma financial effects have not been reviewed by Sherbourne’s auditors.
Johannesburg
2 November 2012
Designated Adviser: Bridge Capital Advisors (Pty) Limited
2
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