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UBUBELE HOLDINGS LIMITED - Pro Forma Financial Effects Of The Acquisition By Ububele Agri Proprietary Limited Of A 51% Shareholding In Turf-Ag

Release Date: 19/04/2013 11:30
Code(s): UBU     PDF:  
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Pro Forma Financial Effects Of The Acquisition By Ububele Agri Proprietary Limited Of A 51% Shareholding In Turf-Ag

Ububele Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1998/011074/06)
Share code: UBU
ISIN Code: ZAE000140182
(“Ububele” or “the Company”)

PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION BY UBUBELE AGRI
PROPRIETARY LIMITED OF A 51% SHAREHOLDING IN TURF-AG PRODUCTS
PROPRIETARY LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

1.   THE ACQUISITION

     Shareholders are referred to the announcement released on
     SENS on 15 March 2013 (“the Acquisition Announcement”)
     relating to the agreement entered into by Ububele Agri
     Proprietary   Limited (“Ububele   Agri”),  a   wholly  owned
     subsidiary of the Company, together with Messrs Wilhelm de
     Wet (“de Wet”) and Albert Lintvelt (“Lintvelt”)(collectively
     “the Purchasers”), with Mr Andries Willem Stefanus du Toit
     (“du Toit”) on behalf of the Willie Du Toit Trust (“the
     Seller”), in terms of which the Purchasers will acquire 100%
     of the issued share capital in Turf-Ag Products Proprietary
     Limited (“Turf-Ag”) and all rights, title and interest to
     Seller’s shareholder loans in Turf-Ag (“the Acquisition”)
     from the Seller.

     In terms of the Acquisition, the Purchasers will acquire the
     following interests in Turf-Ag:
       • Ububele Agri – 51%;
        • de Wet – 24.5%; and
        • Lintvelt – 24.5%.

     In   accordance  with the   Acquisition Announcement,  the
     outstanding pro forma financial effects of the Acquisition
     are disclosed below.

2.   PRO FORMA FINANCIAL EFFECTS

     The pro forma financial effects of the Acquisition are
     presented for illustrative purposes only and because of their
     nature may not give a fair reflection of Ububele’s financial
     position nor of the effect on future earnings after the
     Acquisition.
     Set out below are the unaudited pro forma financial effects
     of the Acquisition, based on Ububele’s unaudited interim
     results for the six months ended 31 December 2012. The
     directors of Ububele are responsible for the preparation of
     the unaudited pro forma financial effects.


                             Unaudited     Pro forma
                                before     after the
                           Acquisition   Acquisition    Change
                               (cents)       (cents)       (%)
Earnings per share                2.78          2.15   (22.7%)
Headline earnings per
share                             1.53          0.89   (41.7%)
Net asset value per
share                            21.68         21.69     0.02%
Tangible net asset value
per share                      (29.58)       (29.58)         -

Notes and assumptions:
  1. The "Unaudited before the Acquisition" column has been
      extracted from the unaudited abridged consolidated financial
      statements for the six months ended 31 December 2012 as
      published.
  2. The "Pro forma after the Acquisition" column reflects the
      financial effect of the purchase of 51% of the ordinary
      shares of Turf-AG for R3,093,080, paid in cash.
   3. The earnings per share and headline earnings per share
      figures in the "Pro forma after the Acquisition" column have
      been calculated on the basis that the Acquisition was
      effected on 1 July 2012.
   4. The net asset value per share and tangible net asset value
      per share figures in the "Pro forma after the Acquisition"
      column have been calculated on the basis that the Acquisition
      was effected on 31 December 2012.
   5. The figures for Turf-AG have been extracted from the
      management accounts of Turf-AG for the period 1 July 2012 to
      31 December 2012, of which the Company has assumed a 51%
      share after accounting for the minority interest of 49%.
      This will have a continuing effect on the Ububele results.
      In addition, costs of R90,000 associated with the acquisition
      have been assumed, which will not have a continuing effect.
   6. The taxation rate of 28% is assumed, where applicable.
   7. An interest rate of prime plus 3% is assumed payable on the
      loan raised to finance the Acquisition based on R3,093,080
      based on the loan terms agreed. An interest rate of prime
        plus 0.75% was assumed for all other interest-bearing
        borrowings or receivables associated with the Acquisition,
        which interest receivable and interest payable nets off to
        nil.
     8. The earnings per share and headline earnings per share
        figures have been calculated using a weighted average number
        of shares in issue of 178 417 824 for the period ended 31
        December 2012.
     9. The net asset value per share and tangible net asset value
        per share figures have been calculated using the number of
        shares in issue of 178 417 824 as at 31 December 2012.

3.     WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

       Shareholders are referred to the cautionary announcement
       included in the Acquisition Announcement and are advised that
       since the pro forma financial effects relating to the
       Acquisition have been disclosed in this announcement, caution
       is no longer required to be exercised by shareholders when
       dealing in the Company’s securities.

Shareholders are further advised that Ububele will ensure that the
Memorandum of Incorporation of Turf-Ag will comply with the
provisions of paragraph 10.21 of Schedule 10 of the JSE Limited’s
Listings Requirement.

19 April 2013
Cape Town

Designated Adviser
PSG Capital

Date: 19/04/2013 11:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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