THE DON GROUP LIMITED - Disposals update and withdrawal of cautionary announcement

Disposals update and withdrawal of cautionary announcement

THE DON GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1946/023123/06)
Share code: DON ISIN: ZAE000008462
(“The Don” or “the Company”)


DISPOSALS UPDATE AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT


   1.      DISPOSALS UPDATE
   Shareholders are referred to the announcements released on SENS on 20 November 2012 and
   30 November 2012 and using the terms defined therein unless otherwise stated, are advised that the
   circular containing full details of the disposals of the Rosebank Property, the Isando Property, the
   Arcadia 1 Property, the Eastgate Property and the Arcadia 2 Property (“the Disposals”) is currently
   being finalised. It is intended that the circular will be distributed to shareholders on or about
   22 January 2013.

   2.      PRO FORMA FINANCIAL EFFECTS
   The table below sets out the unaudited pro forma financial effects of the Disposals on The Don’s
   earnings per share, headline earnings per share, net asset value per share and tangible net asset
   value per share.
   The unaudited pro forma financial effects have been prepared to illustrate the impact of the Disposals
   on the reported financial information of The Don for the year ended 30 June 2012, had the Disposals
   occurred on 1 July 2011 for statement of comprehensive income purposes and on 30 June 2012 for
   statement of financial position purposes.
   The unaudited pro forma financial effects have been prepared using accounting policies that comply
   with IFRS and that are consistent with those applied in the audited results of The Don for the twelve
   months ended 30 June 2011 as well as the unaudited results for the six months ended 31 December
   2011.
   The unaudited pro forma financial effects which are the responsibility of the directors are provided for
   illustrative purposes only and, because of their pro forma nature may not fairly present The Don’s
   financial position, changes in equity, results of operations or cash flow.



                                 After the      After the        After the      After the        After the
                                Rosebank          Isando        Arcadia 1       Eastgate        Arcadia 2
                      Before the Property    % Property      % Property      % Property      % Property      % After all      %
                      Disposals Disposal Change Disposal Change Disposal Change Disposal Change Disposal Change Disposals Change
                             1         2                3                4                5                6               7
Basic earnings per
share (cents)8           (8.72)    (6.08)   (30)    (7.87)   (10)    (7.91)    (9)    (9.42)     8     (8.77)    1     (4.08)   (53)
Headline earnings
per share (cents)8       (4.58)      1.18     *       2.48     *     (0.36)   (92)    (0.31)   (93)      0.15    *       8.85     *
Net asset value per
share (cents) 9           24.79     24.86      -     22.42   (10)     24.64    (1)     23.10    (7)     23.51   (5)     20.36   (18)
Tangible net asset
value per share
(cents) 9                 24.79     24.86      -     22.42   (10)     24.64    (1)     23.10    (7)     23.51   (5)     20.36   (18)
Weighted average
number of shares in
issue (000’s)           294 485   294,485      -   294 485      -   294 485      -   294 485      -   294 485     -   294 485      -
Total number of
shares in issue
(000’s)                 294 485   294 485      -   294 485      -   294 485      -   294 485      -   294 485      -   294 485       -

      * not applicable


      Notes:
      1.   Extracted from audited results of The Don at 30 June 2012 as set out in Annexure 3, adjusted for the effects
           of the previous disposals included in the Circular to shareholders dated 25 September 2012. The
           Company’s financial year end is 30 June.
      2.   The "After the Rosebank Property Disposal" column reflects the effects of the disposal of the Rosebank
           Property for a total consideration of R36.0 million.
           Interest earned has been calculated on the net cash proceeds at a pre-tax rate of 6%.
           The adjustment to taxation relates to the reversal of the deferred tax liability relating to the property, as well
           as the levying of Capital Gains Tax on the disposal of the property.
      3.   The “After Isando Property Disposal" column reflects the effects of the disposal of the Isando Property for a
           total consideration of R24.5 million.
           Interest earned has been calculated on the net cash proceeds at a pre-tax rate of 6%.
           The adjustment to taxation relates to the reversal of the deferred tax liability relating to the property, as well
           as the levying of Capital Gains Tax on the disposal of the property.
      4.   The “After the Arcadia 1 Property Disposal” column reflects the effects of the disposal of the Arcadia 1
           Property for a total consideration of R21.0 million.
           Interest earned has been calculated on the net cash proceeds at a pre-tax rate of 6%.
           The adjustment to taxation relates to the reversal of the deferred tax liability relating to the property, as well
           as the levying of Capital Gains Tax on the disposal of the property.
      5.   The “After the Eastgate Property Disposal” column reflects the effects of the disposal of the Eastgate
           Property for a total consideration of R20.0 million.
           Interest earned has been calculated on the net cash proceeds at a pre-tax rate of 6%.
           The adjustment to taxation relates to the reversal of the deferred tax liability relating to the property, as well
           as the levying of Capital Gains Tax on the disposal of the property.
      6.   The “After the Arcadia 2 Property Disposal” column reflects the effects of the disposal of the Arcadia 2
           Property for a total consideration of R19.0 million.
           Interest earned has been calculated on the net cash proceeds at a pre-tax rate of 6%.
           The adjustment to taxation relates to the reversal of the deferred tax liability relating to the property, as well
           as the levying of Capital Gains Tax on the disposal of the property.
      7.   The “After all Disposals” column represents the financial effects, after the implementation of all the Disposal
           Properties.
      8.   The effects on basic earnings per share and headline earnings per share are calculated based on the
           assumption that the Disposals were effected on 1 July 2011.
      9.   The effects on net asset value per share and tangible net asset value per share are calculated based on the
           assumption that the Disposals were effected on 30 June 2012.


      3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

      Further to the cautionary announcement dated 15 November 2012, shareholders are advised that as
      the pro forma financial effects of the Disposals have been disclosed in paragraph 1 above, caution is
      no longer required to be exercised when dealing in the Company’s securities.


      Johannesburg
      10 January 2013

      Sponsor
      Merchantec Capital
Auditors and reporting accountants
PKF Jhb Inc.

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