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NIVEUS INVESTMENTS LTD - Disposal of Formex Industries Pty (Ltd) by Niveus Ltd to HCI Ltd

Release Date: 14/01/2013 16:00
Code(s): NIV     PDF:  
Wrap Text
Disposal of Formex Industries Pty (Ltd) by Niveus Ltd to HCI Ltd

NIVEUS INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1996/005744/06)
Share code: NIV
ISIN: ZAE000169553
(“Niveus”)


DISPOSAL OF FORMEX INDUSTRIES PROPRIETARY LIMITED (“FORMEX”) BY NIVEUS TO HOSKEN CONSOLIDATED INVESTMENTS LIMITED (“HCI”)


1.    INTRODUCTION
      Shareholders are advised that agreement has been reached between HCI and Niveus (the
      “Parties”) whereby HCI will acquire Formex from Niveus for a cash consideration of R23,400,000
      (collectively the “Transaction”).


2.    RATIONALE FOR THE TRANSACTION
      As the majority of Niveus’ investments are in the gaming and beverage industries, the Parties have
      agreed that it would be more appropriate for Formex to be housed within HCI which company can
      employ the expertise of its other manufacturing investments.

3.    OVERVIEW OF FORMEX
      Formex is primarily engaged in the manufacturing and supply of tubular and exhaust-related
      components.


4.    TERMS OF THE TRANSACTION
      Niveus will sell all of the shares and loan claims in Formex to HCI for an amount of R23,400,000 to
      be settled in cash.


      The Transaction will be effective from 14 January 2013.

5.    FINANCIAL EFFECTS OF THE TRANSACTION
      The table below sets out the financial effects of the Transaction on Niveus shareholders assuming
      that Niveus implemented the Transaction based on the unaudited interim results of Niveus for the
      six months ended 30 September 2012. As the pro forma financial effects are unaudited and
      illustrative, they may not give a true reflection of the financial effects of the Transaction. The Niveus
      directors are responsible for the preparation of the unaudited pro forma financial information.

                                                                       Before the
                                                                    Transaction - as
                                                                      reported 30             After the
                                                                   September 2012 (1)       Transaction            % Change
                                                                                             2)(3)(4)(5)            

      Earnings per Niveus share (cents)                                         10.60              8.23              (22.4%)

      Headline earnings per Niveus share (cents)                                12.68             20.10               58.5%

      Net asset value (“NAV”) per Niveus share (cents)                         467.37            489.22                4.7%

      Net tangible asset value (“NTAV”) per Niveus share (cents)               415.88            437.73                5.3%

      Weighted average number of Niveus shares (thousands)                     82,876            82,876                   -

      Actual number of Niveus shares (thousands)                              107,119           107,119                   -

     Notes:
     The unaudited pro forma financial information is indicative only and has been based on the assumptions set
     out below:
     1. The financial information shown in the “Before the Transaction” column has been extracted from the
         unaudited consolidated interim results of Niveus for the six month period ended 30 September 2012.
     2. The effects of the Transaction have been calculated using the unaudited consolidated six month results of
         Formex for the six month period ended 30 September 2012.
     3. It has been assumed that the Transaction was effected on 31 March 2012 for income statement purposes
         and on 30 September 2012 for statement of financial position purposes.
     4. Interest earned on the cash received as a result of the Transaction, being R23,400,000, was calculated at
         a pre-tax rate of 5.46% for the six month period.
     5. Once off transaction costs have been excluded from the pro forma financial effects.


6.   SMALL RELATED PARTY TRANSACTION
     HCI is a 52.3% shareholder of Niveus and is accordingly a related party to Niveus in terms of the
     Listings Requirements. BDO Corporate Finance Proprietary Limited, as the independent
     professional expert, has confirmed that the Transaction is fair to the shareholders of Niveus and
     their fairness opinion is available for inspection at Niveus’ registered office for a period of 28 days
     from the date of this announcement. The fairness opinion has been approved by the JSE Limited.


     Cape Town
     14 January 2013

     Investment Bank and Sponsor
     Investec Bank Limited

     Legal Advisers to Niveus:
     Edward Nathan Sonnenbergs Inc

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