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Disposal of Ferreira's Northriding Ceramic Business and Withdrawal of Cautionary Announcement.
Iliad Africa Limited
Incorporated in the Republic of South Africa
(Registration number 1997/011938/06)
Share Code ILA ISIN ZAE000015038
(“Iliad” or “the company”)
DISPOSAL OF FERREIRA’S NORTHRIDING’S CERAMIC BUSINESS AND WITHDRAWAL
OF CAUTIONARY ANNOUNCEMENT
Introduction
Iliad is pleased to announce that Iliad Africa Trading (Pty) Ltd, a wholly-owned subsidiary of
Iliad, has accepted an offer in terms of which Iliad will sell as a going concern its Ferreira’s
Northriding ceramics business to Portion 140 Springs Properties CC (Registration number
CK2006/012890/23) (“PSP”) for an amount of R 49.640 million ("the disposal").
Rationale for the Disposal
The on-going review and optimisation of the Iliad portfolio culminated in the decision by Iliad to
accept the offer from PSP.
Overview of the Disposal
PSP will acquire the defined tangible operating assets, defined liabilities and intangible assets
(usufruct with bare dominium following after 5 years) of the Ferreira’s Northriding ceramic
business as a going concern, at the effective date.
Details of the Disposal
Sale consideration
The sale consideration in respect of the above sale transaction is R 49.640 million (“the sale
consideration”), payable by PSP as follows:
(i) an initial payment of R 20 million in cash on or before the effective date;
(ii) R4.820 million in cash, due within 30 (thirty) days of the effective date; and
(iii) the balance of R 24.820 million is payable in 12 (twelve) equal monthly instalments,
together with interest at prime less one percent, commencing within 60 (sixty) days of
the effective date.
Payment of the sale consideration has been fully secured by way of a cession of book debts,
the registration of a notarial bond over stock and personal sureties.
The proceeds of the Disposal will be utilised to fund working capital requirements and future
growth.
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Conditions precedent
There is no outstanding conditions precedent.
Other than as disclosed in this announcement, there are no other significant terms to the sale
transaction.
Effective date
The effective date of the transaction is 12 July 2013.
Pro forma financial effects of the Disposal
The unaudited pro forma financial effects of the sale transaction is the responsibility of the
directors of Iliad and are presented for illustrative purposes only, to provide information about
how the sale transaction might impact the financial results of Iliad. Due to their nature, the pro
forma financial effects may not necessarily give a fair reflection of Iliad’s financial position
subsequent to the Disposal.
These pro forma financial effects are based on Iliad's results for the year ended 31 December
2012, which results were published on SENS on 18 March 2013, adjusted for the sale of the
Ferreira’s Northriding ceramics business.
Save as set out hereunder there is no material impact on either the earnings or assets of Iliad
as a result of the above Disposal.
31 Dec 2012 Proforma
Audited
Before the After the Disposal Percentage
2,3,4,5
Disposal¹ change
Earnings per share 24.3 16,1 (33,7)
(cents)
Headline earnings 46.3 51,6 11,4
per share (cents)
Net asset value per 571.5 544,1 (4,8)
share (cents)
Net tangible asset
value per share 402.1 374,7 (6,8)
(cents)
Weighted average
number of shares in 138 218 138 218 -
issue ('000)
Number of shares in 138 218 138 218 -
issue ('000)
Notes:
1. Extracted from the audited financial results of Iliad for the year ended 31 December 2012.
2. The earnings and headline earnings per share figures in the "After the disposal" column have been based
on the following assumptions:
- Trading loss net of tax was R5,5 million for 2012.
- the effective date of the disposal was 1 January 2012; and at a net asset value of R75,7 million.
- interest on current borrowings, at an average before tax rate of 6.5 % per annum, was saved on the
reduction in Group borrowings.
- includes a loss on disposal net of tax of R 18.8 million.
- assumed the sale consideration was received during 2012 in accordance with the agreed payment
schedule.
3. The net asset value and net tangible asset value per share figures in the "After the disposal" column have
been based on the assumption that the sale was concluded and the sale consideration was received in full
on 31 December 2012.
4. The pro forma financial effects have not been reviewed by Iliad’s auditors.
5. To be read in conjunction with the announcement released on SENS on 18 March 2013 relating to the sale
of the Wholesale Timber business, where pro forma financial effects were included in connection
therewith.
Categorisation
The Disposal is a category two transaction per the categorisation rules contained in the JSE
Limited Listings Requirements.
Withdrawal of cautionary announcement
Following the disclosure of the terms and financial effects of the sale transaction,
shareholders are no longer required to exercise caution when dealing in their Iliad shares and
accordingly, the cautionary announcement released by Iliad on 20 June 2013 is hereby
withdrawn.
Johannesburg
11 July 2013
Sponsor: Bridge Capital Advisors (Pty) Ltd
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Date: 11/07/2013 03:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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