STRATCORP LIMITED - Issue of shares for cash

Issue of shares for cash

StratCorp Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2000/031842/06)
JSE code: STA ISIN ZAE 000034294
(“StratCorp” or “the company” or “the group”)



ISSUE OF SHARES FOR CASH



1.      INTRODUCTION

        Shareholders are advised that StratCorp has raised R1 320 000 in capital by the general
        issue of 25 882 353 ordinary shares for cash at 5.1 cents per ordinary share. The listing of
        these shares on the JSE was approved on 25 October 2013 with effect from 28 October
        2013.

2.      GENERAL ISSUE FOR CASH

2.1.       Particulars of the general issue

        At the annual general meeting of the company held on 26 October 2012, the requisite majority
        of shareholders approved an ordinary resolution authorising the directors to issue shares for
        cash in accordance with the Listings Requirements of JSE Limited (“the Listings
        Requirements”).

        As the issue of the new shares represent a 14.36% increase in the issued ordinary share
        capital of the company, this disclosure is made in terms of section 11.22 of the Listings
        Requirements:

        - 25 882 353 ordinary shares in the company were issued to non-public shareholders at an
          issue price of 5.1 cents per ordinary share which represented a 8.8% discount to the 30
          day volume weighted average price for the period ended 23 October 2013, being the date
          the issue price was agreed upon by the directors.

2.2.      Financial effects of the general issues of shares

        The table below sets out the unaudited pro forma financial effects of the general issues of
        shares for cash on the earnings, headline earnings, net asset value and tangible net asset
        value per StratCorp share:


                                                             Before           After       Change
                                                            (cents) (1)     (cents) (3)     (%)
           Earnings per share (cents)                            (5.56)          (4.78)         14
           Headline earnings per share (cents) (2)               (5.42)          (4.66)         14
           Net asset value per share (cents) (4)                   0.44            1.10       149
           Tangible net asset value per share (cents) (4)        (2.67)          (1.58)         41
           Weighted average number of shares in issue
                                                            158 311 597    184 193 950
           (‘000)
           Total shares in issue – excl. share incentive
                                                            180 296 330    206 178 683
           scheme and shares held by subsidiary

          Notes:
     1. The “before” column is extracted from the audited results of StratCorp for the year ended
        28 February 2013.
     2. The earnings, diluted earnings, headline earnings and diluted headline earnings per share
        were calculated as if the issue took place on 1 March 2012.
     3. The figures in the “after” column assume that the 25 882 353 shares were issued and the
        cash was received on 28 February 2013.
     4. The net asset value and net tangible asset value per share were calculated as if the issues
        took place on 28 February 2013.

      The pro forma financial effects above are the responsibility of the company’s directors and
      have been prepared for the purposes of illustrating how the general issue for cash would
      have affected the relevant financial results and position of StratCorp for the historical financial
      period indicated and on a pro forma basis. Accordingly, such effects do not necessarily
      represent a true reflection of the financial effects of the general issue on StratCorp’s current
      and future earnings.

3.       RATIONALE FOR CAPITAL RAISING

      Funds raised from the general issue for cash will be used to pay outstanding creditors and will
      assist in improving the statement of financial position of the company.


      30 October 2013
      Johannesburg

      Designated Advisor
      Exchange Sponsors

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