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Acquisition of African Union Communications Proprietary Limited and withdrawal of cautionary announcement
POYNTING HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: POY ISIN: ZAE000121299
(“Poynting”)
ACQUISITION OF AFRICAN UNION COMMUNICATIONS PROPRIETARY LIMITED AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the announcements and definitions contained therein released on SENS on
10 July 2013, 4 October 2013 and 4 November 2013, and are hereby provided with an update thereto.
1 PRO FORMA FINANCIAL EFFECTS
The table below sets out the pro forma financial effects of the Acquisition on Poynting’s basic earnings
per share, headline earnings per share, net asset value per share and tangible net asset value per
share.
The pro forma financial effects have been prepared to illustrate the impact of the Acquisition on the
reported financial information of Poynting for the year ended 30 June 2013, had the Acquisition occurred
on 1 July 2012 for statement of comprehensive income purposes and on 30 June 2013 for statement of
financial position purposes.
The 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 Poynting for the 12 months ended 30 June
2013.
The 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 Poynting’s financial position,
changes in equity, results of operations or cash flow.
Before the After the %
1 2
Acquisition Acquisition Change
Basic earnings per share (cents) 10.48 23.13 121
Headline earnings per share (cents) 10.48 23.13 121
Net asset value per share (cents) 54.83 55.74 2
Tangible net asset value per share (cents) 39.95 2.84 (93)
Weighted average number of shares in issue 93 921 053 110 421 053
Total number of shares in issue 93 921 053 110 421 053
Notes:
1. The “Before the Acquisition” basic earnings and headline earnings per Poynting Share have been
extracted without adjustment from the provisional consolidated financial results for the year ended
30 June 2013. The “Before the Acquisition” net asset value and net tangible asset value per Poynting
Share has been calculated from the financial information presented in the provisional consolidated
financial results of Poynting for the year ended 30 June 2013. The “After the Acquisition” column
reflects the pro forma effects of the Acquisition on Poynting.
2. The financial information included in the "After the Acquisition" column has been prepared based on
financial results of Aucom for the year ended 30 June 2013, taking into account the following:
- Revenue of R4 000 000 in respect of Poynting and cost of sales of R4 000 000 in respect of Aucom,
for the year ended 30 June 2013, were eliminated in the pro forma adjustments which arose due to a
licence service agreement entered into by the respective parties.
- Transaction costs of R2 321 406 were included in the pro forma operating expenses.
- The Share Consideration has been allocated as follows:
- Equity attributable to owners of the parent on the Statement of Financial Position has been
adjusted by the Upfront Shares Amount, thus increasing the number of Poynting shares in issue
by 16 500 000; and
- Non-Current Liabilities on the Statement of Financial Position have been adjusted by an amount
equal to 75% of the 66 million Poynting shares, to be held in trust, until the release thereof to the
Vendors and/or repurchase thereof by Poynting.
3. There are no post reporting date events which require adjustment of the pro forma financial effects.
4. All adjustments, with the exception of transaction costs directly attributable to the Acquisition are
expected to have a continuing effect on the financial results of Poynting
2 CIRCULAR TO SHAREHOLDERS
The circular containing full details of the proposed Acquisition, Revised Listing Particulars of Poynting,
waiver of Mandatory Offer, and, a notice to convene a general meeting of Poynting shareholders in order
to consider and if deemed fit, to pass with or without modification, the resolutions necessary to approve
and implement, inter alia, the Acquisition, will be sent to Poynting shareholders on or about 24 January
2014.
3 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the Acquisition of African Union Communications Proprietary Limited and
cautionary announcement dated 10 July 2013 and the subsequent renewal of cautionary announcement
dated 4 October 2013, are hereby advised that further to the details and pro forma financial effects
contained in this announcement, caution is no longer required to be exercised by shareholders when
dealing in Poynting securities.
Johannesburg
4 December 2013
Corporate and Designated Adviser
Merchantec Capital
Auditors and reporting accountants
KPMG Inc.
Date: 04/12/2013 04:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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